ACA ABS: Eroding Credit Quality Prompts Moody's Rating Downgrades-----------------------------------------------------------------Moody's Investors Service downgraded ratings of seven classes of notes issued by ACA ABS 2007-2, Ltd., and left on review for possible further rating action the rating of one of these classes of notes. The notes affected by this rating action are:

The rating actions reflect deterioration in the credit quality of the underlying portfolio, as well as the occurrence on Oct. 16, 2007, as reported by the Trustee, of an event of default caused by a failure of the Senior Credit Test to be satisfied, as set forth in Section 5.1(h) of the Indenture dated June 28, 2007. This event of default is still continuing. ACA ABS 2007-2, Ltd. is a collateralized debt obligation backed primarily by a portfolio of RMBS securities.

As provided in Article V of the Indenture during the occurrence and continuance of an Event of Default, holders of certain Notes may be entitled to direct the Trustee to take particular actions with respect to the Collateral Debt Securities and the Notes. In this regard the Trustee reports that a majority of the Controlling Class has declared the outstanding Class A1S Funded Amount and the principal of the Notes to be immediately due and payable. Furthermore, according to the Trustee, holders of a majority of the Controlling Class have directed the Trustee to direct the disposition of the Collateral in accordance with relevant provisions of the transaction documents.

The rating downgrades taken reflect the increased expected loss associated with each tranche. Losses are attributed to diminished credit quality on the underlying portfolio. The severity of losses of certain tranches may be different, however, depending on the timing and outcome of the liquidation. Because of this uncertainty, the ratings assigned to the Class A-1S Notes remain on review for possible further action.

AES CORP: Defaults on Debt Facilities due to Misrepresentation--------------------------------------------------------------The AES Corporation is in default under its senior secured credit facility and its senior unsecured credit facility due to a breach of representation related to its financial statements as set forth in the credit agreements.

As a result, $200 million of the debt under the company's senior secured credit facility will be classified as current on the balance sheet as of Dec. 31, 2007. There are no outstanding borrowings under the senior unsecured facility.

The company will seek a waiver of these defaults from its lenders under these facilities. The company may not borrow additional funds under either of these facilities until it obtains the waiver.

The company would delay the filing of its 2007 Annual Report on Form 10-K with the Securities and Exchange Commission. The company discloses that it is still preparing its financial statements as a result of its efforts to remediate the disclosed material weaknesses.

In addition, the company relates that financial statements for the years ended Dec. 31, 2005, and 2006, of the company's independent registered public accounting firm, Deloitte & Touche LLP, could no longer be relied upon.

Although the company provides no assurance that it will able to file its 2007 Form 10-K within the 15 calendar day extension period it relates that the Form 10-K will be filed within the extension period.

About AES Corporation

AES Corporation -- http://www.aes.com/-- a global power company, operates in South America, Europe, Africa, Asia and the Caribbeancountries. Generating 44,000 megawatts of electricity through 124power facilities, the company delivers electricity through 15distribution companies.

AES has been in Eastern Europe for over ten years, since itacquired three power plants in Hungary in 1996. Currently, AEShas two distribution companies in Ukraine, which serve 1.2million customers and generation plants in the Czech Republicand Hungary. AES is also the leading company in biomassconversion in Hungary, generating 37% of the nation's totalrenewable generation in 2004.

* * *

As reported in the Troubled Company Reporter on Nov. 21, 2007,the. (AES: B1 Corporate Family Rating) has completed itsoffer to purchase up to $1.24 billion of outstanding senior notes. While no ratings changed as a result, the LGD point estimate on its senior secured credit facilities were revised to LGD 1, 2%, from LGD 1, 3%, its second priority secured notes to LGD 3, 38% from LGD 3, 41% and its senior unsecured notes to LGD 4, 53% from LGD 4, 57%.

AMBAC FINANCIAL: Investors Dislike Recapitalization; Shares Down----------------------------------------------------------------Investors are disappointed about Ambac Financial Group Inc.'s plans to receive fresh capital infusion from key banks, as reflected in the dip of Ambac's shares by 19% to $8.70, various reports indicate.

Investors apparently are displeased by major banks not helping out Ambac, instead letting the monoline insurer raise capital on its own, Reuters says. As reported in the Troubled Company Reporter on Feb. 25, 2008, Ambac anticipated a proposed $3 billion financing deal offered by various banks. The deal, endorsed and largely drafted by New York insurance regulator, proposed to raise equity of $2.5 billion and issue debt of $500 million.

People familiar with the issue told Reuters that it was willing to accept the $3 billion financing from the banks -- until the rating agencies advised against it. "It looks like (banks) had a close look at what was going on at Ambac, and they backed away. Things may be bad there," Reuters quotes investor Peter Kovalski as saying.

Out of an issuance of $1 billion of common stock and $500 million of equity units, Ambac found only a $1 billion demand for its shares, a person familiar with the issue told Reuters.

As reported in the Troubled Company Reporter on March 5, 2008, Ambac disclosed that it has no intention to split itself intotwo, opting instead to embrace new capital to preserve its bondinsurance business. It rejected a proposal that plans to separate its municipal bond business with its structured finance business. While municipal bonds have retained its triple-A ratings,its structure finance part has not fared so well, receiving lowratings due to the nature of subprime mortgages backing the funds.

Ambac plans not to involve itself with structured finance dealsfor the next six months, noting that it will free up additionalcapital approximately $600 million.

About Ambac Financial

Based in New York City, Ambac Financial Group, Inc. is a holdingcompany whose affiliates provide financial guarantees andfinancial services to clients in both the public and privatesectors around the world.

As reported Troubled Company Reporter on Jan. 17, 2008,Moody's Investors Service placed the Aaa insurance financialstrength ratings of Ambac Assurance Corporation and AmbacAssurance UK Limited on review for possible downgrade. In thesame rating action, Moody's also placed the ratings of the holdingcompany, Ambac Financial Group, Inc. (senior debt at Aa2), andrelated financing trusts on review for possible downgrade. Moody's stated that this rating action follows Ambac'sannouncement of record losses, a capital raising plan, and theretirement of its CEO.

AMERICAN NATURAL: June 30 Balance Sheet Upside-Down by $16.2 Mil.-----------------------------------------------------------------American Natural Energy Corp.'s consolidated balance sheet at June 30, 2007, showed $6,812,673 in total assets and $23,010,682 in total liabilities, resulting in a $16,198,009 total stockholders' deficit.

At June 30, 2007, the company's consolidated financial statements also showed strained liquidity with $2,996,884 in total current assets available to pay $21,265,899 in total current liabilities.

The company reported a net loss of $1,448,682 on revenues of $338,490 for the second quarter ended June 30, 2007, compared with a net loss of $1,009,540 on revenues of $415,756 in the same period ended June 30, 2006.

Total expenses were $1.8 million for the three months ended June 30, 2007, compared with total expenses of $1.5 million for the three months ended June 30, 2006.

Malone & Bailey PC, in Houston, expressed substantial doubt aboutAmerican Natural Energy Corp.'s ability to continue as a goingconcern after auditing the company's consolidated financialstatements for the year ended Dec. 31, 2006. The auditing firm reported that the company has incurred substantial losses during2006, has a working capital deficiency and an accumulated deficitat Dec. 31, 2006, and is in default with respect to certaindebenture obligations.

About American Natural

Based in Tulsa, Oklahoma, American Natural Energy Corporation (TSXVenture: ANR.U) -- http://www.annrg.com/-- was formed in January 2001 to focus on the acquisition, development and exploitation ofoil and natural gas reserves. ANEC's objective is to grow an oiland natural gas reserve base through development, exploitation andexploration drilling within the current and future boundaries ofits St. Charles Parish, Louisiana properties, including itsExxonMobil Joint Development area.

The rating actions reflect deterioration in the credit quality of the underlying portfolio, as well as the occurrence, as reported by the Trustee on Feb. 21, 2008, of an event of default caused by the Class I Par Value Coverage Ratio falling below 100% pursuant Section 5.1(j) of the Indenture dated Dec. 19, 2006. This event of default is still continuing. Arca Funding 2006-II, Ltd. is a collateralized debt obligation backed primarily by a portfolio of Structured Finance securities.

As provided in Article V of the Indenture during the occurrence and continuance of an Event of Default, holders of certain parties to the transaction may be entitled to direct the Trustee to take particular actions with respect to the Collateral Debt Securities and the Notes. In this regard the Trustee reports that the Controlling Class has directed the Trustee to accelerate the notes and to proceed with the sale and liquidation of the Collateral.

The rating downgrades taken reflect the increased expected loss associated with each tranche. Losses are attributed to diminished credit quality on the underlying portfolio.

ASAT HOLDINGS: Expects 4% Revenue Growth in 2008 Third Quarter--------------------------------------------------------------ASAT Holdings Limited expects revenue for the third quarter ended Jan. 31, 2008 of approximately $41.7 million, representing an increase of approximately 4% above second quarter fiscal 2008 revenue of $40.2 million. It is also above the guidance the company provided on Jan. 14, 2008 that said revenue will be in line with the prior quarter.

The company's board of directors has approved a compensation award to its acting chief executive in the form of a warrant exercisable for an aggregate of up to 41.8 million ordinary shares at an exercise price of $0.01 per share, subject to certain adjustments.

The warrant is exercisable with respect to 20.6 million ordinary shares immediately, with the remainder subject to certain vesting or performance criteria.

Headquartered in Pleasanton, California, ASAT Holdings Limited(Nasdaq: ASTT) -- http://www.asat.com/-- is a provider of semiconductor package design, assembly and test services. With18 years of experience, the company offers a definitive selectionof semiconductor packages and world-class manufacturing lines.ASAT's advanced package portfolio includes standard and highthermal performance ball grid arrays, leadless plastic chipcarriers, thin array plastic packages, system-in-package and flipchip. ASAT was the first company to develop moisture sensitivelevel one capability on standard leaded products. The company hasoperations in the United States, Hong Kong, China and Germany.

The rating actions are based on changes that Fitch has made to its subprime loss forecasting assumptions. The updated assumptions better capture the deteriorating performance of pools from 2007, 2006 and late 2005 with regard to continued poor loan performance and home price weakness.

BANC OF AMERICA: S&P Upgrades Ratings on Eight Classes of Certs.----------------------------------------------------------------Standard & Poor's Ratings Services raised its ratings on eight classes of commercial mortgage pass-through certificates from Banc of America Large Loan Inc.'s series 2006-BIX1. Concurrently, S&P affirmed its ratings on the class K and L certificates and removed them from CreditWatch with negative implications, where they were placed on Jan. 31, 2008. In addition, S&P affirmed its ratings on 15 other classes from this series.

The upgrades and affirmations reflect increased credit enhancement levels resulting from loan payoffs and follow Standard & Poor's analysis of the remaining loans in the pool.

S&P affirmed the ratings on the class K and L certificates and removed them from CreditWatch with negative implications following its analysis of the Bassett Place Mall and Ballantyne Village loans. These loans were transferred to the special servicer in January 2008 and are described in detail below.

As of the Feb. 15, 2008, remittance report, the trust collateral consisted of the senior participation interests in 10 floating-rate, interest-only mortgage loans, one floating-rate, interest-only whole-mortgage loan, and two interest-only floating-rate pari passu mortgage loans. All of the loans are indexed to one-month LIBOR. The pool balance has declined 53% to $537.4 million since issuance. All of the remaining loans have maturities in 2008, with extension options remaining. To date, the trust has experienced no losses. The master servicer, Bank of America N.A., has indicated that since the remittance report date, one of the remaining loans, Midtown Centre, with a pooled trust balance of $26.0 million (5%) and a nonpooled balance of $2.0 million, has paid in full. The nonpooled balance provides 100% of the cash flows for the M-MC certificates.

The 'CP' and 'CA' raked certificates derive 100% of their cash flows from the CarrAmerica Pool 3 National portfolio and CarrAmerica Pool 2 CAR portfolio loans, respectively. The leverage of both loans decreased following collateral releases since issuance, which contributed to the upgrades of most of the raked certificates.

The largest loan in the pool, CarrAmerica Pool 3 National portfolio, has a whole-loan balance of $694.4 million consisting of a $491.8 million senior participation that is split into three pari passu pieces and a $202.6 million junior participation that is held outside the trust. The senior participation is further divided into two portions: a senior pooled component totaling $434.1 million and a subordinate nonpooled component with a balance of $57.7 million. The trust's portion of the pooled balance is $173.6 million (32%), and its portion of the nonpooled balance is $23.1 million, which is raked to the J-CP, K-CP, and L-CP certificates. In addition, the borrower's equity interests in the properties secure a $217.9 million mezzanine loan. The trust balance reflects $431.1 million in paydowns since issuance due to collateral releases.

The remaining collateral securing the largest loan includes fee and/or leasehold interests in a portfolio of 23 suburban office properties and a pledge of refinance and sale proceeds on 14 joint venture or wholly owned office properties in various locations. The master servicer reported a debt service coverage of 2.34x for the nine months ended Sept. 30, 2007, and 85% occupancy for the year ended Dec. 31, 2007. Standard & Poor's adjusted net cash flow for the remaining properties has increased 8% since issuance. The loan matures August 2008 and has three one-year extension options remaining.

The ninth-largest loan in the pool, CarrAmerica Pool 2 CAR portfolio, has a whole-loan balance of $82.0 million consisting of a $59.2 million senior participation that is split into three pari passu pieces and a $22.8 million junior participation that is held outside the trust. The senior participation is further divided into two portions: a senior pooled component totaling $50.7 million and a subordinate nonpooled component with a balance of $8.5 million. The trust's portion of the pooled balance is $20.3 million (4%), and its portion of the nonpooled balance is $3.4 million, which is raked to the J-CA, K-CA, and L-CA certificates. In addition, the borrower's equity interests in the properties secure a $21.6 million mezzanine loan. The trust balance reflects paydowns of $66.2 million since issuance due to collateral releases.

The remaining collateral securing the ninth-largest loan includes fee interests in four suburban office properties in Austin, Texas, and Mountain View and San Mateo, California. The master servicer reported a DSC of 2.13x for the six months ended June 30, 2007, and 89% occupancy for the year ended Dec. 31, 2007. Standard & Poor's adjusted NCF for the remaining properties has decreased 19% since issuance. The loan matures in August 2008 and has three one-year extension options remaining. This resulting valuation decline was offset by the deleveraging of the loan, as releases occurred at a premium to the allocated loan amount ranging from 110% to 115%.

Details concerning the two loans with the special servicer are:

-- The Bassett Place Mall, the sixth-largest loan in the pool, with a trust balance of $35.0 million (7%) and a whole-loan balance of $60.4 million, was transferred to the special servicer, Bank of America N.A., on Jan. 10, 2008, after it failed to meet its 1.03x DSC hurdle test to extend its Jan. 4, 2008, maturity date. The loan is secured by 507,000 sq. ft. of a 590,100-sq.-ft. regional retail center in El Paso, Texas. The special servicer is currently working out certain terms with the borrower to resolve the default. Standard & Poor's incorporated the borrower's full-year 2007 property financial performance information and occupancy of 93% from the January 2008 rent roll into its analysis to derive a valuation that has declined 7% since issuance.

-- Ballantyne Village, the seventh-largest loan in the pool, has a trust balance of $31.5 million (6%) and whole-loan balance of $50.0 million. The loan, secured by a 166,000-sq.-ft. class A lifestyle center in Charlotte, North Carolina, was transferred to the special servicer on Jan. 25, 2008. The loan was transferred after the borrower submitted a request to restructure the loan due to a decline in cash flow resulting from two of the largest tenants not making their rental payments. The borrower has remained current on its debt service payments. Standard & Poor's used the borrower's operating statements for the nine months ended Sept. 30, 2007, and fourth-quarter 2007 budget information, as well as the November 2007 94% occupancy data for the property, to arrive at a valuation that has declined 14% since issuance.

Despite the declines, the valuations of the specially serviced assets still support the outstanding ratings. Standard & Poor's will continue to monitor the resolution process to determine if future rating action is warranted. Any workout or special servicing fees will be first absorbed by the junior participation interest.

The fourth-largest loan in the pool, Desert Sky Mall, is on the master servicer's watchlist. The loan, secured by 444,600 sq. ft. of an 890,400-sq.-ft. enclosed regional mall in Phoenix, Arizona, has a trust balance of $40.0 million (7%) and a whole-loan balance of $51.5 million. For the year ended Dec. 31, 2007, reported DSC was 2.21x and occupancy was 96%. Standard & Poor's adjusted NCF was comparable to its level at issuance. The master servicer placed this loan on its watchlist because of its March 2008 maturity date. The borrower intends to exercise one of the three one-year extension options.

BERRY PLASTICS: B. Scheu Takes Helm at Rigid Closed Top Division ----------------------------------------------------------------Berry Plastics Corp. announced on March 3, 2008 an organizational change involving one of its operating segments. Ben Scheu has accepted the role of president of Rigid Closed Top Division. Randy Hobson, who formerly served as president of Rigid Closed Top Division, has assumed the corporate role of executive vice president for Commercial Development.

The company did not provide any additional information.

About Berry Plastics

Headquartered in Evansville, Nebraska, Berry Plastics Corporation-- http://www.berryplastics.com/ -- is a manufacturer and supplier of a diverse mix of rigid plastics packaging productsfocusing on the open top container, closure, aerosol overcap,drink cup and housewares markets. The company sells a broadproduct line to over 12,000 customers. Berry Plasticsconcentrates on manufacturing high quality, value-added productssold to marketers of institutional and consumer products. In2004, the company created its international division as a separateoperating and reporting division to increase sales and improveservice to international customers utilizing existing resources.The international segment includes the company's foreignfacilities and business from domestic facilities that is shippedor billed to foreign locations.

* * *

As reported in the Troubled Company Reporter on Feb. 14, 2008,Moody's Investors Service affirmed the B3 Corporate Family Ratingof Berry Plastics Corporation and downgraded certain instrumentratings. The outlook is stable.

BGF INDUSTRIES: Inks $75 Mil. Loan Agreement with Various Lenders-----------------------------------------------------------------BGF Industries Inc. entered into a Loan Agreement on Feb. 26, 2008 with various lenders and NATIXIS, acting through its New York office, as administrative agent for itself and on behalf of the Lenders.

The Loan Agreement provides for a credit facility of $75.0 million consisting of a $25.0 million revolving credit facility, a $27.5 million term A loan and a $22.5 million term B loan.

Proceeds from the Loan Agreement will be used to provide for the working capital needs of the company and to redeem the company's 10 1/4% Senior Subordinated Notes due 2009 on March 27, 2008. No indebtedness is currently outstanding under the Facility.

On the Agreement Date, the company issued a redemption notice to the Bank of New York Mellon, as trustee, with respect to the company's election to redeem all outstanding Notes on March 27, 2008.

The credit facility is guaranteed by BGF Services Inc., NVH Inc. and Glass Holdings LLC. Additionally, all amounts outstanding under the credit facility and the guarantees thereof are secured by a first lien on substantially all of the assets of the company and the Guarantors.

The Loan Agreement contains customary representations and warranties and various affirmative and negative covenants such aslimitations on the incurrence of additional debt; limitations on the incurrence of liens; restrictions on investments and acquisitions; restrictions on the sale of assets; restrictions on the payment of dividends or make other distributions; and restrictions on the repurchase or redemption of stock.

The Loan Agreement also includes customary events of default, including but not limited to: nonpayment of principal, interest or other fees or amounts; incorrectness of representations and warranties in any material respect; violations of covenants; bankruptcy; material judgment; ERISA events; invalidity of provisions of or liens created under guarantees or security documents; and change of control.

Headquartered in Greensboro, North Carolina, BGF Industries Inc.,a wholly owned subsidiary of NVH Inc. -- http://www.bgf.com/-- focuses on the production of value-added specialty woven fabrics, non-woven fabrics and parts made from glass, carbon, and aramid yarns. The company's products are a critical component in the production of a variety of electronic, filtration, composite, insulation, protective, construction and commercial products. The company's glass fiber fabrics are used in printed circuit boards, which are integral to virtually all advanced electronic products, including computers and cellular telephones. The company's products are also used to strengthen, insulate and enhance the dimensional stability of hundreds of products that they make for their own customers in various markets, including aerospace, transportation, construction, power generation and oil refining.

BNC MORTGAGE: Fitch Downgrades Ratings on $1.5B Certificates------------------------------------------------------------Fitch Ratings has taken rating actions on BNC mortgage pass-through certificates. Unless stated otherwise, any bonds that were previously placed on Rating Watch Negative are removed. Affirmations total $400.1 million and downgrades total $1.5 billion. Additionally, $469.6 million was placed on Rating Watch Negative. Break Loss percentages and Loss Coverage Ratios for each class are included with the rating actions as:

The rating actions are based on changes that Fitch has made to its subprime loss forecasting assumptions. The updated assumptions better capture the deteriorating performance of pools from 2007, 2006 and late 2005 with regard to continued poor loan performance and home price weakness.

BUILDERS TRANSPORT: Judge Massey Confirms Joint Liquidation Plan----------------------------------------------------------------The Honorable James Massey of United States Bankruptcy Court for the Northern District of Georgia confirmed the Joint Consolidated Chapter 11 Plan of Liquidation dated Nov. 15, 2007, proposed by Builders Transport Inc. and its debtor-affiliates, and the Official Committee of Unsecured Creditors of the Debtors.

Overview of the Plan

The Plan contemplates the liquidation of substantially all of the Debtors' assets.

T. Michael Guthrie has been named disbursing agent under the Plan. He is to liquidate the Debtors' remaining assets, if any, by the effective date of the Plan and distribute the cash and proceeds of those assets to creditors under the terms of the Plan.

Mr. Guthrie charges $100 per hour for his services, according to Bloomberg News.

As of the effective date of the Plan, the Debtors' estate will be substantively consolidated, such that:

a) all intercompany claims are canceled and disallowed and no distributions will be made on account thereof;

b) all guarantees of any of the Debtors for the payment, performance, or collection of obligations of the other Debtors are eliminated and canceled, and any claims on account of such guaranties are disallowed;

c) any obligation of the Debtors and all guarantees thereof executed by the other Debtors are treated as a single obligation and are deemed a single claim against the consolidated estates;

d) all joint obligations of the Debtors, and all multiple claims against such entities on account of such joint obligations, are deemed a single claim against the consolidated estates, and any such multiple claims are disallowed; and

e) each claim filed in the bankruptcy cases is deemed filed against the consolidated estates.

The Debtors and the Committee expect the Plan to take into effect by March 10, 2008.

Treatment of Claims

Under the Plan, Administrative Expense Claims, including Professional Fees and Reclamation Claims will be paid in full the amount of the allowed claim, without interest.

Priority Tax Claims and Priority Non-Tax Claims will also be paid in full for the amount of the allowed claim, but without interest.

Allowed General Unsecured Claims and Bondholders' Claimswill be entitled to receive a pro rata share of remaining cash distributions, if any. The estimated pro rata payout is approximately 6/10 of $.01 for every $1.00 of the allowed claim amount.

According to the Plan, that amount is based on the Debtors' schedules and claims filed and allowed.

A full-text copy of the Joint Consolidated Chapter 11 Plan of Liquidation is available for free at:

Headquartered in Columbia, South Carolina, Builders Transport Inc.engages in the truckload carrier industry and transport a wide range of commodities in both intrastate and interstate commerce. The company and six of its affiliates filed for Chapter 11 protection on May 21, 1998 (Bankr. N.D. Ga. Lead Case No98-68798). Donald L. Rickertsen, Esq., at Holland & Knight, LLP, represents the Debtors in their restructuring efforts. The Debtors selected BMC Group Inc. as their claims and balloting agent. An Official Committee of Unsecured Creditors has been appointed in these cases. Aldo L. LaFiandra, Esq., at Alston & Bird LLP, represents the Committee. When the Debtors filed for protection against their creditors, it listed total assets of $209,329,000 and total liabilities of $235,786,000.

CATHOLIC CHURCH: Fairbanks Wants Quarles & Brady as Counsel-----------------------------------------------------------On behalf of the Catholic Bishop of Northern Alaska, Donald J. Kettler, sole director of the CBNA and bishop of the Diocese of Fairbanks, seeks permission from the United States Bankruptcy Court for the District of Alaska to employ Quarles & Brady LLP as the Diocese's general reorganization and restructuring counsel.

Bishop Kettler says Quarles & Brady has extensive experience in representing distressed Catholic dioceses throughout the country, and in negotiating settlements of sexual abuse tort claims, and out-of-court and bankruptcy court supervised restructurings. Susan G. Boswell, Esq., and her team at Quarles & Brady also represented the Diocese of Tucson and The Roman Catholic Bishop of San Diego in their reorganization cases.

As lead counsel for Fairbanks, Quarles & Brady will help theDiocese to:

(a) negotiate and refine a plan of reorganization, which will be filed soon;

(b) select and coordinate experts' efforts that may be employed to ascertain the values of the Diocese's assets, and other analyses;

Quarles & Brady will also be reimbursed for reasonable expenses incurred with respect to their services for the bankruptcy case.

The Diocese has paid Quarles & Brady a retainer of $160,000, which was in a segregated trust account for prepetition fees and costs. As of the bankruptcy filing, the outstanding amount of the Retainer was $4,176.

Ms. Boswell, Esq., a partner at Quarles & Brady, assures Judge MacDonald that the partners, counsel or associates of Quarles & Brady are not creditors or insiders of the Diocese, and that the firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code.

About Diocese of Fairbanks

The Roman Catholic Diocese of Fairbanks in Alaska, aka Catholic Bishop of Northern Alaska, aka Catholic Diocese of Fairbanks, aka The Diocese of Fairbanks, aka CBNA filed for chapter 11 bankruptcy on March 1, 2008 (Bankr. D. Alaska Case No. 08-00110). Susan G. Boswell, Esq., at Quarles & Brady LLP represents the Debtor in its restructuring efforts. Judge Donald MacDonald IV of the United States Bankruptcy Court for the District of Alaska presides over Fairbanks' Chapter 11 case. When the Debtor filed for bankruptcy, it listed assets between $10 million and $50 million and debts between $1 million and $10 million. (Catholic Church Bankruptcy News, Issue No. 116; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).

CATHOLIC CHURCH: Portland Needs No Special Master, Erin Olson Says ------------------------------------------------------------------Erin K. Olson, Esq., at the Law Office of Erin Olson, P.C., in Portland, Oregon, tells the U.S. Bankruptcy Court for the District of Oregon that the Archdiocese of Portland in Oregon filed a request that largely ignores the procedure to which it stipulated in 2005. She notes that the protective order, which shields the documents of those who have been accused of abusing minors, allows the removal of protection of the Documents unless the Archdiocese asks, and the Court rules, not to release the Documents.

The Archdiocese, instead, seeks an entirely new procedure, Ms. Olson relates. If the Court is not inclined to adopt the Archdiocese's proposed new procedure, Ms. Olson asks the Court to consider the Archdiocese's alternative requests. She points out that the request to preserve the status quo of the Protective Order with respect to the Documents, is the only alternative request that actually complies with the terms of the Protective Order.

The appointment of a special master is not allowed under Rule 9031 of the Federal Rules of Bankruptcy Procedure, Ms. Olson asserts. There is no basis or authority for having a district court judge decide an issue arising under terms of the Protective Order issued in a core bankruptcy proceeding, she continues.

Ms. Olson says that the Archdiocese's real goal is apparent from a clause buried in its request to appoint a special master -- it wants to prevent the Documents' disclosure, and to ensure that there is no possibility of future disclosure.

Accordingly, Ms. Olson asks the Court to deny the Archdiocese's request, which seeks relief from the terms of the Protective Order. She also asks Judge Perris to set a briefing schedule, and set an evidentiary hearing, at which parties-in-interest can make their bests cases for releasing the Documents or maintaining their confidentiality.

Portland Case Reopened

As reported in the Troubled Company Reporter on Feb. 29, 2008, the Hon. Elizabeth L. Perris reopened the bankruptcy case of theArchdiocese of Portland in Oregon for further administration.

Ms. Olson previously asked the Court to reopen the case to resolve certain issues, including her request to unseal, and file in redacted form, the documents and accompanying exhibits filed as Docket Nos. 4765 and 4766 in the bankruptcy case.

Fathers Joseph Bacelleri, Donald Durand, Maurice Grammond, GaryJacobson, Rocco Perrone, Michael W. Sprauer, Ronald Warren, andChester Wrzaszczak objected to the reopening of the case. Theycomplained that the case has been completed, claims have beensettled and closed, and that the matter should be at an end.Alternatively, the priests asked the Court to refer thedisclosure issues to mediators, Judge Velure and Judge Hogan, formediation and arbitration, as has been previously agreed upon bythe Archdiocese and certain of the claimants' counsel.

About Archdiocese of Portland

The Archdiocese of Portland in Oregon filed for chapter 11protection (Bankr. Ore. Case No. 04-37154) on July 6, 2004.Thomas W. Stilley, Esq., and William N. Stiles, Esq., at SussmanShank LLP, represent the Portland Archdiocese in its restructuringefforts. Albert N. Kennedy, Esq., at Tonkon Torp, LLP, representsthe Official Tort Claimants Committee in Portland, and scores ofabuse victims are represented by other lawyers. David A. Forakerserves as the Future Claimants Representative appointed in theArchdiocese of Portland's Chapter 11 case. In its Schedules ofAssets and Liabilities filed with the Court on July 30, 2004, thePortland Archdiocese reports $19,251,558 in assets and$373,015,566 in liabilities.

The Court approved the Debtor's disclosure statement explainingits Second Amended Joint Plan of Reorganization on Feb. 27, 2007.On April 17, 2007, the Court confirmed Portland's 3rd AmendedPlan. On Sept. 28, 2007, the Court entered a final decree closingPortland's case. The case was subsequently reopened at Ms. Olson's request of further case administration.

The lowered ratings reflect the deterioration of available credit support for this transaction in combination with projected credit support percentages--based on the amount of loans in the delinquency pipeline-that are insufficient to maintain the ratings at their previous levels. Based on the current collateral performance of this transaction, S&P projects future credit enhancement will be significantly lower than the original credit support for the previous ratings.

The failure of excess interest to cover monthly losses has resulted in the complete erosion of overcollateralization (O/C) for this transaction. This O/C deficiency caused principal write-downs to both class B-3 and B-2, which prompted us to downgrade them to 'D'. As of the Feb. 25, 2008, remittance date, cumulative losses for this transaction were 1.94% of the original pool balance. Total delinquencies and severe delinquencies (90-plus days, foreclosures, and REOs) were 33.53% and 24.86% of the current pool balance, respectively.

A combination of subordination, excess interest, and O/C (prior to its complete erosion) provide credit enhancement for this transaction. The collateral supporting this series consists of a subprime pool of fixed- and adjustable-rate mortgage loans secured by first liens on one- to four-family residential properties.

CELL THERAPEUTICS: Issues $51 Mil. of 9% Convertible Senior Notes-----------------------------------------------------------------Cell Therapeutics Inc. will issue approximately $51.7 million of new 9% Convertible Senior Notes due 2012 and warrants to purchase 7,326,950 shares of common stock, no par value. The warrants will have an exercise price of $1.41 per share, which is equal to 110% of the closing bid price as reported by Nasdaq.

The Notes bear interest at 9% per annum and are convertible at any time for shares of CTI common stock at the rate of 709.22 shares per $1,000 principal amount of Notes, which is equivalent to an initial conversion price of approximately $1.41 per share, which is equal to 110% of the closing bid price as reported by Nasdaq.

The Notes feature a make-whole provision upon conversion entitling the holder to $270 per $1,000 principal amount of Notes, less any interest paid before conversion. An amount equal to the make-whole payment amount for such notes, or $13.9 million, shall beheld in escrow for one year.

The Notes will rank equal in right of payment with all existing and future senior indebtedness of CTI, including the company's 6.75% Convertible Senior Notes due 2010, 7.5% Convertible SeniorNotes due 2011, 5.75% Convertible Senior Notes due 2011, and rank senior in right of payment to the company's outstanding 5.75% Senior Subordinated Notes due 2008, 5.75% Subordinated Notes due 2008 and 4% Convertible Senior Subordinated Notes due 2010.

CTI also disclosed that a substantial number of existing holders of the company's Series A 3% Convertible Preferred Stock, Series B 3% Convertible Preferred Stock, Series C 3% Convertible Preferred Stock and Series D 7% Convertible Preferred Stock have converted their shares of Preferred Stock into common stock in accordance with the respective provisions of the company's Amended and Restated Articles of Incorporation, induced by an aggregate cash payment by CTI to such holders of approximately $16.2 million. Approximately $13.1 million of stated value of Preferred Stock remains outstanding.

Rodman & Renshaw, LLC, a subsidiary of Rodman & Renshaw Capital Group Inc. acted as the exclusive placement agent for the offering.

A prospectus supplement relating to the Convertible Notes to be issued in the offering may be obtained directly from Cell Therapeutics Inc., 501 Elliott Avenue West, Suite 400, Seattle, Washington.

About Cell Therapeutics Inc.

Based in Seattle, Cell Therapeutics Inc. (NasdaqGM: CTIC) --http://cticseattle.com/-- is a biopharmaceutical company committed to developing an integrated portfolio of oncologyproducts aimed at making cancer more treatable.

At Sept. 30, 2007, the company's balance sheet showed total assets of $84.95 million and total liabilities of $204.29 million, resulting to a total shareholders' deficit of $119.34 million.

CHARYS HOLDING: Taps Richards Layton as Bankruptcy Co-Counsel-------------------------------------------------------------Charys Holding Company Inc. and Crochet & Borel Services Inc. ask the United States Bankrupty Court for the District of Delaware for authority to employ Richards, Layton & Finger P.A. as their bankruptcy co-counsle, nunc pro tunc to Feb. 14, 2008.

As the Debtors' co-counsel, RL&F will:

a) advise the Debtors of their rights, powers and duties as debtors and debtors in possession;

b) take all necessary action to protect and preserve the Debtors' estates, including the prosecution of actions on the Debtors' behalf, the defense of any actions in which the Debtors are involved, and the preparation of objections to claims filed against the Debtors' estates;

c) prepare on behalf of the Debtors all necessary motions, applications, answers, orders, reports and papers in connection with the administration of the Debtors' estates; and

d) perform all other necessary legal services in connection with the Chapter 11 cases.

Mark D. Collins, Esq., a director of RL&F, assures the Court that the firm does not hold any interest adverse to the Debtors or their estates, and that the firm is a "disinterested person" as such term is defined under Sec. 101(14) of the Bankruptcy Code.

Prior to bankruptcy filing, the Debtors paid RL&F a total retainer of $75,000 in connection with the Debtors' Chapter 11 filing. A portion of this payment has been applied to outstanding balancesas of the petition date.

Chrysler can use the technology in order to pursue and enhance fuel-economy and mileage on its products, says WSJ, citing Chrysler vice chairman Jim Press at a Geneva auto convention.

Chrysler previously streamlined its production by rejecting the "car cloning" practice, and instead will focus on selling its remaining, unique car models. As reported in the Troubled Company Reporter on Feb. 27, 2008, the company's streamlining measures came after it lost its tooling battle with Plastech Engineered Products Inc. The U.S. Bankruptcy Court for the Eastern District of Michigan denied the company's request to pull out tooling equipment from Plastech's plants.

As reported in the Troubled Company Reporter on Nov. 12, 2007,Standard & Poor's Ratings Services affirmed its 'B' corporatecredit rating on Chrysler LLC and DaimlerChrysler FinancialServices Americas LLC and removed it from CreditWatch withpositive implications, where it was placed Sept. 26, 2007. S&Psaid the outlook is negative.

CLEAR CHANNEL: Trial on Sale Funding Dispute Set for April 7------------------------------------------------------------The Hon. Leo Strine of the Chancery Court of Delaware will hold an April 7, 2008 a hearing to determine if Wachovia Corp. should be compelled to extend financing to Providence Equity Partners Inc. for the purchase of Clear Channel Communications Inc.'s television stations, The Wall Street Journal and Reuters relate.

As reported in the Troubled Company Reporter on Feb. 19, 2008,Clear Channel filed a lawsuit on Feb. 15, 2008, against Providence Equity to compel the private equity firm to complete its acquisition of Clear Channel's Television Group. The TV Group has 56 television stations, including 18 digital multicast stations, located in 24 markets across the United States. Providence disclosed in November 2007 that it had reservations about the transaction, which it entered with Clear Channel in April 2007.

$1.3 Billion Sale Approved by FCC

As reported in the TCR on Dec. 5, 2007, Clear Channel received approval from the Federal Communications Commission to sell 35 television stations to Newport Television LLC, a private equity firm controlled by Providence, for $1.3 billion.

In its order, the FCC denied a petition filed by BuckleyBroadcasting of Monterey, seeking reconsideration of the 2002Commission decision granting applications to transfer control ofthe Ackerley Group Inc. to Clear Channel.

However, the FCC approval comes with certain conditions that mustbe met by Newport in six months, including divesting TV stationsin nine markets where it is in violation with FCC ownership rules.Companies must comply with the numerical ownership limits of theFCC local television ownership rule. The nine market areas areBakersfield, San Francisco, Santa Barbara, Fresno and Monterey inCalifornia; Salt Lake City; Albany, New York; Jacksonville,Florida, and San Antonio, Texas.

Clear Channel then cut its selling price to $1.1 billion.

Wachovia Wants to Get Out

Wachovia Corp.'s lawsuit filed on Feb. 22, 2008, with the North Carolina Superior Court could thwart a sale deal between Clear Channel and Providence.

Wachovia filed for a declaratory judgment to liberate itself fromfunding the sale after the parties amended the terms of thetransaction, dropping the price to $1.1 billion.

Wachovia, which agreed in April to finance $500 million of thedeal, contends that the revision of the original transaction termsnullified its financing commitment, the TCR said on Feb. 27, 2008.

Newport Strikes Back

Providence previously said it may try to renegotiate the purchase price, and should the deal fails, a $45 million break-up fee would have to be paid.

Newport then filed a countersuit against Wachovia in a Delaware Court, demanding payment of break-up fee plus costs unless Wachovia extends the needed fund. Providence demanded that the lenders be held to the terms of the deal it had rejected.

About Clear Channel

Based in San Antonio, Texas, Clear Channel Communications Inc.(NYSE:CCU) -- http://www.clearchannel.com/-- is a media and entertainment company specializing in "gone from home" entertainment and information services for local communities andpremiere opportunities for advertisers. The company'sbusinesses include radio, television and outdoor displays. OutsideU.S., the company operates in 11 countries -- Norway,Denmark, the United Kingdom, Singapore, China, the CzechRepublic, Switzerland, the Netherlands, Australia, Mexico andNew Zealand.

* * *

As reported in the Troubled Company Reporter on Jan. 30, 2008,Standard & Poor's Ratings Services said its ratings on ClearChannel Communications, including the 'B+' corporate creditrating, remain on CreditWatch with negative implications. S&Poriginally placed them on CreditWatch on Oct. 26, 2006, followingthe company's announcement that it was exploring strategicalternatives to enhance shareholder value.

COLLEZIONE EUROPA: Blames Sales Drop to Customers Rhodes, Levitz ----------------------------------------------------------------The bankruptcies of two of Collezione Europa USA, Inc.'s biggest retail customers contributed to the sharp fall in sales of the company in the past three years, the company revealed in court filings, according to Larry Thomas and Jay McIntosh of Furniture Today.

The company said its sales declined from about $120 million in 2004 to $74 million in 2007 partly due to the failures of Atlanta-based Rhodes Furniture and New York-based Levitz Furniture Inc. It took a $3 million credit loss when it lost Levitz as customer in November.

Collezione said it had a net loss of about $7 million last year and that its lender has declared it in default of a covenant on its revolving credit loan.

Collezione has asked for permission to pay wages, bills and other expenses to continue to operate the business. A hearing on the motions is set for Wednesday.

"In addition to the loss of the customer and repeat business, Collezione was forced to take delivery of canceled purchase orders and store those goods in its warehouse," said Paul Frankel, vice president of Collezione Europa, in a declaration to the bankruptcy court. The company said it needs time to reduce inventory and overhead expenses to return to profitability.

Rhodes, Inc. and two of its debtor-affiliates filed for chapter 11 protection on Nov. 4, 2004.

Levitz Furniture Inc., nka PVLTZ Inc. is a specialty retailer of furniture, bedding and home furnishings in the United States. Levitz Furniture Inc. and 11 affiliates filed for chapter 11 on Sept. 5, 1997. In December 2000, the Court confirmed the Debtors' Plan and Levitz emerged from chapter 11 on February 2001. Levitz Home Furnishings Inc. was created as the new holding company as a result of the emergence.

Levitz Home Furnishings and 12 affiliates filed for chapter 11protection on Oct. 11, 2005. PLVTZ, dba Levitz Furniture, continued to face decline in financial performance since December 2005. Liquidity issues and the inability to obtain additional capital prompted PLVTZ to seek protection under chapter 11 on Nov. 8, 2007.

About Collezione Europa USA, Inc

Based in Englewood, N.J., Collezione Europa USA, Inc. --http://www.czeusa.com/-- was founded in 1984. Since the inception of the company, the sole focus has been imports from different parts of the world . The Company presently imports from the Philippines, China, Taiwan and Mexico. Collezione Europa maintains an inventory of more than 250,000 items. The Company operates a 450,000 square foot warehouse in Claremont, North Carolina. In July 2005 Collezione established a new showroom at the Las Vegas World Market Center, Las Vegas. The Company also has a showroom in High Point, North Carolina.

The company and two of its subsidiaries filed for bankruptcy protection on Feb. 29, 2008 (Bankr. D.N.J., Case No. 08-13599). Sam Della Fera, Esq. at Trenk, DiPasquale, Webster, Della Fera & Sodono represents the Debtors in their restructuring efforts. When the company filed for bankruptcy petition, it listed assets of $10 million to $50 million and debts of $10 million to $50 million.

The board has appointed a special committee of its independent directors to conduct the review. The special committee is comprised of Mel F. Belich, chairman of the board, and J. Stephens Allan, Irvine J. Koop, John W. Preston, Jeffrey T. Smith and John A. Thomson.

The board has also appointed Tristone Capital Inc. and UBS Securities Canada Inc. as independent financial advisors to assist the company in the conduct of this review.

With the natural gas prices and the potential inherent inCompton's natural gas resource plays, the company's plans to realize on this potential are expected to deliver shareholder value. The special committee is undertaking the review to determine whether other alternatives might result in superior value for shareholders.

The company cautions shareholders that there is no assurance that the review will result in any specific transaction and no timetable has been set for its completion.

The company also disclosed that Mr. Peter Seldin, managing member of Centennial Energy Partners LLC, has been appointed to the boardand the special committee.

About Compton Petroleum

Based in Calgary, Alberta, Compton Petroleum Corporation (TSX:CMT)(NYSE:CMZ) -- http://www.comptonpetroleum.com/-- is engaged in the exploration, development, and production of natural gas,natural gas liquids, and crude oil in the Western CanadaSedimentary Basin. The company is a wholly-owed subsidiary ofCompton Petroleum Acquisition Limited.

CONSECO INC: Extends Annual Report Filing Deadline to March 17--------------------------------------------------------------Conseco Inc. extended the due date of its Annual Report on Form 10-K to March 17, 2008. In a Form 12b-25 filing, the company said it has not yet finalized its Dec. 31, 2007, financial statements and is completing several items, including its analysis to determine the possible need to increase the deferred income taxasset valuation allowance.

Conseco estimated that its net income or loss for the three months ended Dec. 31, 2007, will be approximately breakeven, including estimated net realized investment losses, after related amortization and taxes, of $25 million, but before any adjustments which may result from finalizing the incomplete items.

The company also reported that it has been consulting with the staff of the Securities and Exchange Commission's Office of the Chief Accountant regarding its accounting policy for long-term care premium rate increases as described in the Summary of Significant Accounting Policies in its 2006 Form 10-K.

On Feb. 28, 2008, the SEC Staff informed Conseco of their view that the use of a method which prospectively changes reserve assumptions for long-term care policies based solely on changes in premium rates is not consistent with the guidance of Statementof Financial Accounting Standards No. 60, "Accounting and Reporting by Insurance Enterprises."

The company is evaluating the SEC Staff's view and has reflected the estimated effect in the estimated net income or loss.

As a result of these developments, the company will report results for the fourth quarter of 2007 before the market opens on Monday, March 17.

About Conseco Inc.

Headquartered in Carmel, Indiana, Conseco Inc. (NYSE: CNO) --http://www.conseco.com/-- is the holding company for a group of insurance companies operating throughout the United States thatdevelop, market and administer supplemental health insurance,annuity, individual life insurance and other insurance products.The company became the successor to Conseco Inc. (Old Conseco), inconnection with its bankruptcy reorganization. CNO focuses onserving the senior and middle-income markets. The company sellsits products through three distribution channels: career agents,professional independent producers and direct marketing. CNOoperates through its segments, which includes Bankers Life,Conseco Insurance Group, Colonial Penn, other business in run-offand corporate operations.

* * *

As reported in the Troubled Company Reporter on Dec. 28, 2007,Fitch Ratings downgraded the Issuer Default Rating, seniordebt, preferred stock, and insurer financial strength ratings ofConseco Inc. and its subsidiaries. The preferred stock rating isbeing withdrawn as there are no current outstanding issues and noplans for issuance. The rating action affects approximately$1.2 billion in outstanding debt. The outlook remains negative.

COUDERT BROTHERS: Dechert Wants to Dip Hands Into Escrowed Fund---------------------------------------------------------------Dechert LLP asks the U.S. Bankruptcy Court for the Southern District of New York to draw amounts from an escrow account under an employee transition agreement with Coudert Brothers LLP.

Prior to the date of bankruptcy, Dechert, the Debtor, and its non-debtor affiliate Coudert Freres, were parties to certain agreements relating to the withdrawal and transition of Coudert's lawyers to Dechert.

Pursuant to the agreement, Dechert's Paris office agreed to assume all obligations of Coudert accruing after October 2005 with respect to remuneration and benefits of the Coudert Paris's employees, and agreed to be solely responsible for any costs and expenses in connection with the termination of any such employees.

Under the transition agreement, the Debtor was obligated, prior to the date of bankruptcy, to fund $500,000 into an interest-bearing escrow account held by Dechert, with the funds used to cover "restructuring costs" and with accrued interest expressly inuring to Dechert's benefit.

The Debtor funded $382,631 of this obligation, which funds have been and are held by Dechert in a segregated escrow account. The severance obligations that Dechert incurred significantly exceeded the amount presently contained in the escrow account, and Dechert timely provided notice to the Debtor of such shortfall, as well as a subsequent request to counsel to the Debtor for an agreement to permit application of the amounts held in the escrow account to the obligations incurred by Dechert.

Dechert continues to hold the escrow account currently containing $406,523, which includes $23,891 in accrued interest.

Accordingly, pursuant to Sections 362(d) and 553 of the U.S. Bankruptcy Code, Dechert seeks authority from the Court to effectuate a setoff of the funds held in the escrow account against amounts due under the agreements.

Dechert argues that -- because it has a valid right of setoff under the Bankruptcy Code and applicable New York law -- cause therefore exists for relief from the automatic stay. The Court should allow Dechert to release the funds currently held in the escrow account so that they can be applied to cover the "restructuring costs," as provided for in the agreements, Dechert says.

For the three months ended Dec. 31, 2007, net income was $72 million, up from $12 million in the prior year comparative period. This increase was impacted by lower interest expense, resulting from the recapitalization completed in early 2007, and alower effective tax rate, driven by the release of a valuationallowance.

Cash flow provided by operating activities was $98 million in the fourth quarter.

For the twelve months ended Dec. 31, 2007, net income grew 23% to $131 million, up from $106 million in 2006. This increase was impacted by lower interest expense and a lower effective tax rate. Operating cash flow was $358 million for the year.

The company incurred $86 million of capital expenditures in 2007, which included $18 million related to the SEMASS fire, $12 million of capital improvements at facilities acquired during the year, and $55 million primarily to maintain existing facilities. In addition, the company repaid $164 million of project debt and invested $110 million in acquisitions and $11 million in equity interests. In total, the company reinvested all of its operating cash flow back into the business.

Liquidity and Capital Resources

As of Dec. 31, 2007, the company has available credit for liquidity of $268.8 million under the revolving loan facility and unrestricted cash of $149.4 million.

The company was in compliance, As of Dec. 31, 2007, with the covenants under the credit facilities.

At Dec. 31, 2007, the company's balance sheet total assets of $4.36 billion, total liabilities of $3.34 billion and total shareholders' equity of $1.02 billion.

"2007 was a milestone year for Covanta, as we made significant progress towards our strategic goals," Anthony Orlando, president and chief executive officer of Covanta. "We recapitalized our balance sheet to provide the financial flexibility to seize growth opportunities, successfully integrated several acquisitions to complement our domestic fleet, and we established platforms to expand our energy-from-waste business in Europe and China. In addition, we extended our track record of consistent operational performance, safely converting 15 million tons of waste into clean, renewable energy for our clients, while again generatingstrong financial results within or above our guidance ranges."

About Covanta Holding Corp.

Headquartered in Fairfield, New Jersey, Covanta Holding Corp. --http://www.covantaenergy.com/-- is a publicly traded holding company whose subsidiaries develop, own or operate powergeneration facilities and water and wastewater facilities in theUnited States and abroad. Covanta has operations in thePhilippines, China, Costa Rica, India, and Bangladesh.

* * *

Covanta Holding Corp. continues to carry Standard & Poor's Ratings Services' 'BB-' long term foreign and local issuer credit ratings, which were place in January 2007.

In connection with the refinancing, Dayton Superior entered into a new $150 million revolving credit facility issued at LIBOR plus 225 basis points, and a new $100 million term loan, issued at LIBOR plus 450 basis points, with a LIBOR floor of 325 basis points. These rates do not include the impact of one-time fees payable on the closing date.

The new "revolver" replaces the company's existing $130 million revolving credit facility. At the closing of the new credit facilities, the company issued a notice to redeem all of its outstanding 10-3/4% Senior Second Secured Notes on April 2 and effected a satisfaction and discharge of all outstanding 10-3/4% Senior Second Secured Notes effective as of the date hereof.

Drawdowns against the new revolving credit facility at the closing, including payment of associated fees, are expected to be approximately $89 million, including $10 million for the pre-funding of accrued interest through April 2, 2008. Dayton Superior expects cash interest savings of $5-6 million per annum as a result of the new financing.

Dayton Superior intends to explore refinancing alternatives with respect to its 13% Senior Subordinated Notes due 2009 in the future.

"We are very pleased that we have completed this refinancing," Eric R. Zimmerman, Dayton Superior's president and chief executive officer, said. "As reported in our recent earnings release, 2007 was a very solid operating year for Dayton Superior. We expect our regionalization, new product development, and manufacturing initiatives to continue to lead improved operating results as we focus on those activities that are closest to our customers. As 2008 unfolds, we are optimistic about the future."

About Dayton Superior Corporation

Hradquartered in Dayton, Ohio, Dayton Superior Corporation(NASDAQ:DSUP) -- http://www.daytonsuperior.com/-- is a North American provider of specialized products consumed in non-residential, concrete construction, and a concrete forming andshoring rental company serving the domestic, non-residentialconstruction market. The company's products are used in non-residential construction projects, including infrastructureprojects, such as highways, bridges, airports, power plants andwater management projects; institutional projects, such asschools, stadiums, hospitals and government buildings, andcommercial projects, such as retail stores, offices andrecreational, distribution and manufacturing facilities. DaytonSuperior offers more than 20,000 catalogued products.

* * *

As reported in the Troubled Company Reporter on Feb. 4, 2008,Moody's Investors Service assigned a 'B1' rating to DaytonSuperior's $100 million senior secured term loan, and affirmed the'B2' corporate family rating and the 'Caa1' rating on thecompany's $154 million subordinated notes. The outlook remainsstable. The ratings outlook is stable.

DEERFIELD CAPITAL: S&P Chips Rating to B on Weak Capital Position-----------------------------------------------------------------Standard & Poor's Ratings Services lowered its long-term counterparty credit rating on Deerfield Capital Corp. to 'B' from 'BB-'. The outlook was revised to negative from stable. The rating was subsequently withdrawn at the issuer's request.

"The downgrade reflects Deerfield's very weak capital position in support of its balance sheet and flagging operating performance, offering reduced internal capital generation. The company has shifted its residential mortgage-backed securities at have lower market risk and volatility in unstable markets. Liquidity remains adequate in a difficult repo market," said Standard & Poor's credit analyst Daniel E. Teclaw.

Deerfield purchased its asset manager in December 2007. As a result, tangible capital ratios declined to 3.7% at the end of the fiscal year from 6.3% in the third quarter. Goodwill and intangible assets of $182 million comprised 39% of common equity. The company issued $116 million in convertible preferred stock in the fourth quarter in connection with the merger, which provided a partial offset.

The consolidated company's business growth model is currently adding minimal internal capital generation. Mortgage REIT income has declined on a much lower base of assets and a shift to lower yielding, strictly agency securities from a blend of higher-yielding, nonagency securities. Also, at present, there is a weak market for certain new structured products to generate incremental management fees. The existing structured products managed for third-party fees continue to perform, pay, and provide management fees for the company.

DELPHI CORP: Gets Exit Financing Proposal from Former Parent GM---------------------------------------------------------------Delphi Corp. is taking the steps necessary to enable the completion of its exit financing syndication. Delphi said that it has been advised by General Motors Corp. that GM is prepared to provide additional exit financing.

The company's $6.1 billion exit financing package is now expected to include a $1.6 billion asset-backed revolving credit facility, at least $1.7 billion of first-lien term loan, an up to $2.0 billion first-lien term note to be issued to GM (junior to the $1.7 billion first-lien term loan), and an $825 million second-lien term loan, of which any unsold portion would be issued to GM.

Delphi believes that GM's increased participation in the exit financing structure is necessary to successfully syndicate its exit financing on a timely basis and is consistent with its First Amended Joint Plan of Reorganization and the investment agreement with its plan investors. However, certain of Delphi's plan investors have advised the company they believe the proposed exit financing with increased GM participation would not comply with conditions in the company's investment agreement between Delphi and the plan investors.

To clarify that GM's increased participation complies with the Plan and the investment agreement, and to require each of the Plan Investors to perform their obligations under the investment agreement, Delphi asks the U.S. Bankruptcy Court for the Southern District of New York seeking limited relief from the Court under section 1142 of the Bankruptcy Code with respect to the Plan, which was confirmed by the Court on Jan. 25, 2008.

Under Section 1142 of the Bankruptcy Code, bankruptcy courts may direct the debtor and any other necessary party to perform any act that is necessary for the consummation of a plan that has been confirmed by the Bankruptcy Court.

Delphi's lead plan investor has also agreed to extend from March 31, 2008 to Apr. 5, 2008 the first date by which it could terminate the investment agreement with Delphi if the effective date of the Plan has not occurred, which would provide Delphi additional time to comply with closing conditions under the investment agreement.

About GM

Headquartered in Detroit, Michigan, General Motors Corp. (NYSE:GM) -- http://www.gm.com/-- was founded in 1908. GM employs about 266,000 people around the world and manufactures cars andtrucks in 35 countries. In 2007, nearly 9.37 million GM cars andtrucks were sold globally under the following brands: Buick,Cadillac, Chevrolet, GMC, GM Daewoo, Holden, HUMMER, Opel,Pontiac, Saab, Saturn, Vauxhall and Wuling. GM's OnStarsubsidiary is the industry leader in vehicle safety, security andinformation services.

About Delphi Corp.

Headquartered in Troy, Michigan, Delphi Corporation (PINKSHEETS:DPHIQ) -- http://www.delphi.com/-- is the single supplier of vehicle electronics, transportation components, integrated systemsand modules, and other electronic technology. The company'stechnology and products are present in more than 75 millionvehicles on the road worldwide. Delphi has regional headquartersin Japan, Brazil and France.

The Court approved Delphi's First Amended Joint DisclosureStatement and related solicitation procedures for the solicitationof votes on the First Amended Plan on Dec. 20, 2007. The Courtconfirmed the Debtors' First Amended Plan on Jan. 25, 2008.

As reported in the Troubled Company Reporter on Jan. 16, 2008,Moody's Investors Service assigned ratings to Delphi Corporationfor the company's financing for emergence from Chapter 11bankruptcy protection: Corporate Family Rating of (P)B2;$3.7 billion of first lien term loans, (P)Ba3; and $0.825 billionof 2nd lien term debt, (P)B3. In addition, a Speculative GradeLiquidity rating of SGL-2 representing good liquidity wasassigned. The outlook is stable.

As reported in the Troubled Company Reporter on Jan. 11, 2008,Standard & Poor's Ratings Services expects to assign its 'B'corporate credit rating to Troy, Michigan-based automotivesupplier Delphi Corp. upon the company's emergence from Chapter 11bankruptcy protection, which may occur by the end of the firstquarter of 2008. S&P expects the outlook to be negative.

DOV PHARMACEUTICAL: Reduces Monthly Payments and Office Lease Term------------------------------------------------------------------DOV Pharmaceutical Inc. completed another significant aspect of its restructuring plan by reducing the term of its office lease to January 2009 from February 2016. It has also reduced its monthly payment obligations to $100,000 from approximately $250,000.

As a result of the lease restructuring, the $24.2 million lease obligation is now reduced to $1.2 million. In exchange, the company has released its $4.2 million security deposit, thereby reducing long-term restricted cash on its balance sheet to zero.

The amendment of the lease represents another significant step in a corporate restructuring that began in October 2006 when the company's board of directors adopted a revised strategic plan.

Under this plan, the company has focused on continuing its Phase I and II clinical and pre-clinical research programs for the development of drugs to treat neuropsychiatric disorders, advancing the company's later-stage drug development programs through external partnerships and collaborations, and reducing operating costs wherever possible and restructuring debt so as to optimize the company's financial position.

Since that time, the company has made demonstrable progress on each of these initiatives, including:

-- Completed an eight-week safety and tolerability study with DOV 21,947. This study demonstrated that, at doses predicted to be antidepressant, DOV 21,947 is safe and well- tolerated and produces weight loss and plasma triglyceride reductions in drug-compliant subjects.

-- Initiated a Phase II clinical study with DOV 21,947 in patients with major depressive disorder.

-- Partnered bicifadine with XTL Biopharmaceutical Inc., which has reported that it expects to complete a Phase IIb trial in patients with diabetic neuropathic pain in the fourth quarter of 2008.

-- Partnered DOV diltiazem with Blue Note Pharmaceuticals, Inc. which has embarked on a Phase 3 development program expected to culminate in a 505(b)(2) NDA filing for use in the treatment of hypertension and angina at the end of 2009.

-- Exchanged $70 million of debt for equity and cash.

-- Reduced core operating burn to approximately $6 million annually.

"With the completion of this lease restructuring, we believe we now have the cash necessary to fund operations through March 2009 and through the expected completion of the Phase II clinical trial with DOV 21,947 as well as the Phase IIb clinical trial of bicifadine which could generate a $6.5 million milestone payment to us," Barbara Duncan, chief executive officer of DOV, said.

"This has been an extremely challenging 18 months," Ms. Duncan noted. "The most difficult aspect of this restructuring has been the loss of very talented and loyal employees. However, we believe we have now restored financial stability to the Company and re-focused on exploiting our earlier stage clinical and preclinical assets, which will underpin the future growth of DOV and reestablish the company as a leading innovator in the development of novel CNS compounds."

About DOV Pharmaceutical

Based in Somerset, N.J., DOV Pharmaceutical Inc. (Other OTC:DOVP.PK) -- http://www.dovpharm.com/-- is a biopharmaceutical company focused on the discovery, acquisition and development ofnovel drug candidates for central nervous system disorders.

Going Concern Doubt

PricewaterhouseCoopers LLP in Florham Park, New Jersey, expressedsubstantial doubt about DOV Pharmaceutical Inc.'s ability tocontinue as a going concern after auditing the company's financialstatements for the years ended Dec. 31, 2006, and 2005. Theauditing firm pointed to the company's recurring losses fromoperations and net capital deficiency.

The company reported net income of $43.8 million for the fourth quarter 2007, compared with net income of $32.9 million for the fourth quarter 2006.

Net income was $106.7 million for 2007 compared to a net income of $78.8 million for 2006.

"2007 was a year of record performance. Revenues increased 11%,operating income increased 12% and our year-end backlog was at a record level," Vincent R. Volpe Jr., president and chief executive officer of Dresser-Rand, said.

"Consistent with our expectation at the start of the fourth quarter, we experienced a strong recovery in our aftermarket bookings and shipments," Mr. Volpe added. "Aftermarket bookings in the fourth quarter of 2007 increased approximately 16% over the fourth quarter of 2006.

"I am also pleased that our bargaining unit employees at our Painted Post, New York facility have returned to work after a 17 week work stoppage," Mr. Volpe continued. "They have chosen to return to work under the terms of the company's implemented last offer, which includes important changes to work rules and the elimination of future retiree healthcare benefits for certain employees."

"We had expected to be able to record a non-cash curtailment gain in 2007 in connection with the elimination of retiree heathcare benefits for certain employees, Mr. Volpe related. "However, it has been determined that the benefit change as implemented represents a plan amendment. Therefore, the resulting curtailment amendment reduction of $18.6 million in the accumulated benefit obligation is expected to be amortized to income over 36 months beginning in January 2008."

"We enter 2008 with a backlog of approximately $1.9 billion, continuing strong markets and a well-defined business strategy focused on increased production and bolt-on acquisitions," he said.

Liquidity and Capital Resources

As of Dec. 31, 2007, cash and cash equivalents totaled $206.2 million and borrowing availability under the company's $500 million senior secured credit facility was $273.0 million, as $227.0 million was used for outstanding letters of credit.

In 2007, cash provided by operating activities was $216.0 millioncompared to $164.1 million in 2006. The increase of $51.9 million in net cash provided by operating activities was principally from changes in working capital and improved operating performance.

In 2007, net capital investments totaled $26.0 million and the company prepaid $137.2 million of its outstanding indebtedness under its senior secured credit facility. As of Dec. 31, 2007, total debt was $370.5 million and total debt net of cash and cash equivalents was approximately $164.3 million.

In August 2007, the company amended its senior secured credit facility. The amended credit facility is a five year, $500 million revolving credit facility. The amendment increased the size of the facility by $150 million, lowered borrowing costs 50 basis points to LIBOR plus 150 basis points at present leverage and extended the maturity date from Oct. 29, 2009, to Aug. 30, 2012. The amendment also reduced the commitment fee from 37.5 basis points to 30.0 basis points.

At Dec. 31, 2007, the company's balance sheet showed totalassets of $1.95 billion, total liabilities of $1.15 billion and total stockholders' equity of $0.80 billion.

Internal Control Over Financial Reporting

The company concluded that its internal control over financial reporting as of Dec. 31, 2007, was effective. "Eliminating all of the disclosed material weaknesses is a great milestone for thecompany and reflects the hard work and excellent team effort of many of our employees across the entire worldwide organization," Lonnie A. Arnett, vice president, controller and chief accounting officer of Dresser-Rand, said.

About Dresser-Rand Group

Headquartered in Houston, Texas, Dresser-Rand Group Inc. (NYSE:DRC) -- http://www.dresser-rand.com/-- supplies rotating equipment solutions to the worldwide oil, gas, petrochemical, andprocess industries. The company operates manufacturing facilitiesin the United States, France, Germany, Norway, India, and Brazil,and maintains a network of 26 service and support centers coveringmore than 140 countries.

* * *

Moody's Investor Service placed Dresser-Rand Group Inc.'s probability of default rating at 'Ba3' in September 2006. The rating still hold to date with a stable outlook.

ELF SPECIAL: S&P Lifts Rating on $462.5 Mil. Senior Notes to 'B+'-----------------------------------------------------------------Standard & Poor's Ratings Services raised its ratings on the $250 million series A floating-rate senior credit-linked notes and the $462.5 million series B floating-rate senior credit-linked notes issued by ELF Special Financing Ltd. to 'B+' from 'B'.

The rating actions reflect the Feb. 29, 2008, raising of the long-term corporate credit and senior unsecured debt ratings on The Interpublic Group of Cos. Inc.

The ratings on the series A and B credit-linked notes are based on the lowest of:

(i) the senior unsecured rating assigned to the borrower, The Interpublic Group of Cos. Inc. ('B+');

ENECO INC: Creditors Want Case Dismissed or Converted to Chapter 7------------------------------------------------------------------Max Lewinsohn and Maximillian & Co., creditors in ENECO Inc.'s Chapter 11 case, ask the U.S. Bankruptcy Court for the District of Utah to dismiss the case or convert it to a Chapter 7 liquidation proceeding, or in the alternative, appoint a Chapter 11 Trustee in the case and provide relief from the automatic stay.

The objecting creditors allege that the Debtor, which claims assets over liabilities of approximately $23.4 million, did not file the bankruptcy case as a legitimate reorganization effort, but as a litigation tactic in the Debtor's ongoing litigation with them in the U.S. District Court for the District of Utah.

Prior Funding Activities

Eneco is a research and development company with the sole purpose of researching, creating, and commercializing cold fusion technology and the conversion of thermal energy into electricity via thermal chips. Eneco's primary assets are various patents and patent applications relating to this research.

As it increasingly became unsuccessful in commercializing its patent technologies, the Debtor first secured financing in 2003, which it defaulted on. In 2005 it obtained financing with the creditors and other parties by issuing secured convertible promissory notes. The Debtor decided to reinstate its 2005 Notes after failing to receive equity financing from another group.

During a shareholder squabble, Eneco sent a letter to all 2005 Noteholders that confirmed reinstatement of the notes, acknowledged default on the notes, and stated that the notes were accruing interest at a default rate.

As the appointed collateral agent of the notes, Maximillian & Co. gave notice of public sale of the intellectual property under the 2005 Notes, which was scheduled for early this year.

Pre-Bankruptcy Action

In January, the Debtor filed an action against the creditors. The Debtor's complaint related to:

-- the 2005 Notes which the Debtors have tried to reinstate and revalidate;

-- the status of Maximillian & Co. as authorized collateral agent for the 2005 Notes; and

-- the propriety of the scheduled sale of the intellectual property.

The Court, at the behest of the Debtor, issued a temporary restraining order on the collateral agent in order for the sale not to proceed. Maximillian & Co. reinforced again its resolve and served a notice to sell the intellectual property collateral once the Court dissolved the TRO.

Bankruptcy Proceeding

In its bankruptcy filing, the Debtor filed an adversary proceeding against each of the 2005 Noteholders, as well as Lewinsohn and Maximillian & Co., in which the Debtor:

a) sought a declaration that the purported annulment of the reinstatement of 2005 Notes was valid; and

b) sought avoidance of the reinstatement of the 2005 Notes as a fraudulent conveyance.

The creditors noted that the bankruptcy proceeding and the pre-bankruptcy action are "based on almost identical facts." In addition, the creditors also noted that:

* the Debtor has not formally filed an application seeking to employ its main bankruptcy counsel;

* Eneco is not paying the required maintenance fees for its intellectual property to the U.S. Patent and Trademark Office or overseas patent offices;

* the Debtor's failure to maintain its intellectual property renders at a great risk of loss; and

* despite the Debtor's representations in its statement of financial affairs, the value of the intellectual property is most likely less than outstanding indebtedness of the 2005 Notes.

Abstention is "Appropriate"

Joel T. Marker, Esq., at McKay Burton & Thurman, told the Court that it is clear that abstention is appropriate since it is apparent that Eneco is seeking bankruptcy protection, not to reorganize, but to change the forum of its current litigation with the creditors, and frustrate the foreclosure of the 2005 Notes.

Eneco has no ongoing business to reorganize and no revenue stream with which to reorganize, he continued. According to the Debtor's statements and schedules, Eneco avers that it is solvent, with assets worth $25 million and debt of only $1.5 million, which is further evidence of Eneco's motivation in filing bankruptcy. Indeed, Mr. Marker opined, if there was any financial distress on Eneco, it was strategically self-inflicted by the Debtor's payment of $180,000 to directors of Eneco and its counsel during the bankruptcy proceeding.

Mr. Marker said that Lewinsohn and Maximillian & Co., on behalf of the 2005 Noteholders, would be prejudiced if this Court does not abstain from hearing Eneco's bankruptcy case, since they have already spent time and resources to resolve the dispute before non-bankruptcy courts. The proceedings will delay their receipt of the relief to which they are entitled, Mr. Marker reasoned.

Conversion or dismissal is also appropriate, said Mr. Marker, because:

1) the Debtor's bankruptcy filing was done in bad faith; and

2) there is a substantial or continuing loss to or diminution of the estate and no reasonable likelihood of rehabilitation.

The creditors said that it was difficult to see how the Debtor would reorganize itself since it has no ongoing business, no revenue stream, and very few employees. Furthermore, Eneco is insolvent, Mr. Marker reiterated, which serves further indication that the filing was done in bad faith. Because it was done in this manner, the Court may dismiss the case with prejudice, Mr. Marker contended.

Finally, Mr. Marker also told the Court that it is proper to appoint a Chapter 11 trustee since the individual directors and managers of Eneco have material conflicts with the interests of the Debtor itself.

Based in Salt Lake City, Utah, ENECO Inc. -- http://www.eneco.com/-- developed the Thermal Chip, a semiconductor that it claimed toconverted heat into electricity with a promise of substantialenergy savings and a reduction in harmful emissions. The companyfiled for Chapter 11 protection on Jan. 18, 2008 (Bankr. D. UtahCase No. 08-20319). Scott A. Cummings, Esq. and Steven T.Waterman, Esq., at Ray Quinney & Nebeker, represent the Debtor inits restructuring efforts. The Debtor's schedules reflected$25,098,286 in total assets and $1,685,493 in total debts.

ENVIRONMENTAL TECTONICS: AMEX Agrees to Review Delisting--------------------------------------------------------AMEX granted Environmental Tectonics Corporation's request for an oral hearing to review the determination of AMEX to delist the company's common stock from listing and registration on AMEX. The hearing is scheduled for April 9, 2008.

The company has the option of submitting by March 24, 2008, written materials in support of the continued listing of the company's common stock.

This hearing results from a request by the company to appeal a decision made by the AMEX on Jan. 30, 2008, to initiate delisting proceedings of the company's common stock. As a result of the company's failure to file its Quarterly Reports on Form 10-Q for:

(i) the first fiscal quarter ended May 25, 2007;

(ii) the second fiscal quarter ended Aug. 24, 2007; and

(iii) the third fiscal quarter ended Nov. 23, 2007, the company is not in compliance with Sections 134 and 1101 of the AMEX Company Guide.

This non-compliance by the company made the company's common stock subject to being delisted from AMEX.

The company may submit written materials and intends to make apresentation at the hearing in support of the continued listing of the company's common stock on AMEX but there is no assurance that the company's request for continued listing on AMEX will be granted.

If the Listing Qualifications Panel of the AMEX Committee on Securities does not grant the relief requested by the company, its common stock will be delisted from AMEX. If the company's common stock is delisted, the company expects that its common stock would be quoted on the Over-The-Counter Bulletin Board if the company is current in its filings with the Securities and Exchange Commission. Otherwise, it is expected that the company's common stock would be quoted on the Pink Sheets.

As reported in the Troubled Company Reporter on Feb 7, 2008, Environmental Tectonics received an extension on its credit agreement waiver, originally received Nov. 21, 2007, from PNC Bank, National Association, which extends the waiver to May 31, 2008.

This extension agreement requires ETC to deliver to PNC itsrestated financial statements for the fiscal year ended Feb. 23,2007, no later than May 31, 2008.

ENVIROSOLUTIONS HOLDINGS: Moody's Junks Ratings on Risk of Default------------------------------------------------------------------Moody's Investors Service lowered its debt ratings of EnviroSolutions Holdings, Inc. and EnviroSolutions Real Property Holdings, Inc. as: corporate family and probability of default, each to Caa2 from B3, senior secured to Caa1 from B2. The outlook is negative.

The downgrades reflect Moody's belief that the probability of default has increased since Fall 2007 because of increasing pressure on liquidity caused by earnings and cash flows that continue to trail the levels contemplated by EnviroSolutions when it arranged its $215 million bank credit facility in August 2005. Performance below expectations has made it difficult for EnviroSolutions to maintain compliance with financial covenants.

"Moody's believes that significant additional capital investment in transfer station capacity will be required to grow earnings to levels that would allow EnviroSolutions to maintain compliance with the financial covenants," said Jonathan Root, Moody's analyst. This would allow the company to meaningfully increase the internalization rate, particularly from its Newark, New Jersey rail-based transfer operations, which is needed to drive increases in earnings and funds from operations. However, raising the needed capital is not assured, which likely complicates efforts to obtain relief from the restrictive financial covenants.

The Caa2 corporate family rating reflects the increased probability of default because of on-going non-compliance with financial covenants. The facility requires maximum Debt to EBITDA of 3.5 times and minimum EBITDA to Interest of 3.0 times at December 31, 2007. Liquidity is weak.

EnviroSolutions now relies on cash on hand and a modest level of cash flow from operations to meet capital expenditure and modest debt service needs. However, Moody's estimates that these do not cover significant, near-term capital investments, including an earnout payment expected under an asset-purchase agreement related to the expansion of the Big Run landfill.

The Caa1 senior secured rating, one notch above the CFR, reflects the credit facility's majority share of the debt structure and first priority liens on the owned real property, disposal permits and accounts receivable. Pledged real property includes strategically located rail-side transfer stations serving key Metro New York and New Jersey waste collection markets and landfills with substantial permittable disposable capacity.

The negative outlook reflects the uncertainty regarding how the company will resolve the on-going Event of Default under the Credit Agreement. Moody's could further downgrade its ratings if it becomes evident that EnviroSolutions will not be able to recomply with financial covenants to regain access to the revolver or if it is not able to meet upcoming capital commitments. The outlook could be stabilized, or the ratings upgraded, if EnviroSolutions is able to amend or otherwise restructure the terms of the credit facility such that the company is likely to prospectively maintain compliance with financial covenants to improve its liquidity.

EnviroSolutions Holdings, Inc., based in Manassas, Virginia, is an integrated solid waste management company with a presence in Virginia, Maryland, New Jersey, Kentucky, West Virginia and the District of Columbia. The company's assets include three landfills, four transfer stations and several hauling and collection operations.

ENVIROSOLUTIONS: S&P Junks 'B-' Ratings on Covenant Violations--------------------------------------------------------------Standard & Poor's Ratings Services lowered its corporate credit rating on EnviroSolutions Holdings Inc. to 'CCC+' from 'B-' and placed the rating on CreditWatch with negative implications. The bank loan ratings on EnviroSolutions Real Property Holdings Inc.'s $225 million senior secured credit facilities were also lowered, to 'B-' from 'B', and placed on CreditWatch with negative implications. EnviroSolutions Real Property Holdings is a wholly owned subsidiary of EnviroSolutions. As of Dec. 31, 2007, the Manassas, Virginia-based company had about $222 million of debt outstanding.

"The rating action and CreditWatch placement reflects heightened concerns regarding EnviroSolutions' liquidity position, as the company is in violation of certain financial covenants under its secured credit facility and is working with its lenders to obtain a waiver to the credit facility," said Standard & Poor's credit analyst Liley Mehta.

In addition, the company has sizable commitments related to investments in landfill and transfer stations, including a $38.5 million contingent payment due to the former owners of the landfill that it is to pay out in the next few months. The contingent payment is due after the company obtains final approval of the pending landfill expansion. EnviroSolutions is exploring various financing alternatives to raise the funds to meet these commitments, but it is uncertain whether the company can do so in a timely fashion in very difficult credit market conditions.

Standard & Poor's will monitor developments and resolve the CreditWatch listing following any developments related to raising the necessary capital and to negotiations with lenders, and after assessing the company's operating prospects. S&P could affirm the ratings if the company obtains covenant relief under its credit agreement and raises the necessary capital in the next few months, or S&P could raise the ratings if operating performance and cash flow improve with the success of the company's capital projects over the next several quarters.

EXIDE TECHNOLOGIES: Moody's Sees Positive Outlook for Caa1 Rating-----------------------------------------------------------------Moody's Investors Service affirmed the Corporate Family Rating at Caa1 for Exide Technologies, Inc. but changed the outlook to positive from stable. Moody's also raised the rating on the company's asset based revolving credit facility to Ba3 from B1. Moody's also affirmed ratings of the senior secured term loans, at B1; and the senior secured junior-lien notes, at Caa1. The Probability of Default remains Caa1.

The Caa1 Corporate Family Rating continues to reflect Exide's weak credit metrics balanced against operating performance that is improving as a result of cost reduction initiatives and successful pricing actions. While Exide benefits from its geographic and customer diversity, the company remains exposed to cyclical industry conditions, weather uncertainties, and commodity pricing pressures.

The positive outlook reflects the company's progress in applying customer price increases and improved operational efficiencies which are reflected in the company's recent quarterly performance. The company's recent performance further indicates that price increases have taken hold and should further improve the company's operating performance. The company's capacity to generate free cash flow in the near term should be helped by softer global lead pricing due to softer global economic conditions. For the LTM period ending Dec. 30, 2007 DEBT/EBITDA (using Moody's standard adjustments) was approximately 6.2x and interest coverage approximated 0.7x. Exide had $71 million of cash on hand at 12/31/2007 and $79 million of availability under its revolving credit. A fixed charge covenant 1.1 becomes effective if availability falls below $40 million.

Ratings affirmed:

Exide Technologies, Inc.

-- Caa1 Corporate Family Rating;

-- Caa1 Probability of Default;

-- Caa1 (LGD3, 45%) rating of $290 million of senior secured junior-lien notes due March 2013;

-- $200 million asset based revolving credit facility, to Ba3 from B1.

The last rating action was on April 26, 2007 when the senior secured bank debt was rated.

In a January 2008 Special Comment, Moody's outlined the changes to its Loss-Given-Default methodology to recognize the favorable recovery experience of asset-based loans relative to other types of senior secured first-lien loans. The terms of Exide's ABL meet the eligibility requirements outlined in the Special Comment and, therefore, its rating is Ba3, which is one notch higher than would otherwise have been indicated by the LGD waterfall.

Exide, headquartered in Alpharetta, Georgia, is one of the largest global manufacturers of lead acid batteries, with net sales approximating $3.5 billion. The company manufactures and supplies lead acid batteries for transportation and industrial applications worldwide.

FIELDSTONE MORTGAGE: U.S. Trustee Appeals Retention Payments------------------------------------------------------------W. Clarkson McDow, Jr., the United States Trustee for Region 4, will take an appeal to the United States District Court for the District of Maryland from a bankruptcy court order approving Fieldstone Mortgage Company's request to pay $431,412 in retention payments to employees.

The U.S. Trustee says that the remaining seven employees are corporate officers and, thus, the payments must be evaluated pursuant to Section 503(c)(1) of the Bankruptcy Code.

As reported in the Troubled Company Reporter on Feb. 18, 2008,the Debtor will use funds from the $3.8 million financing facilityextended provided by its parent, Credit-Based Asset Servicing andSecuritization LLC, to pay for the bonuses.

The Debtor previously obtained permission from the United StatesBankruptcy Court for the District of Maryland to pay $400,000 inbonuses to 14 other lower ranking managers.

Headquartered in Columbia, Maryland, Fieldstone Mortgage Co. --http://www.fieldstonemortgage.com/-- is a direct lender that offers mortgage loans for multiple credit situations in the UnitedStates. In September 2007, Fieldstone was the target of a lawsuitby Morgan Stanley over 72 mortgages worth $26.5 million that hadno, or late, payments.

The company filed for chapter 11 bankruptcy on Nov. 23, 2007(Bankr. D. Md. Case No. 07-21814) citing loan payment lapses andcredit market woes. Joel I. Sher, Esq., at Shapiro, Sher, Guinot& Sandler represents the Debtor in its restructuring efforts. TheU.S. Trustee for Region 4 has yet to appoint creditors to serve onan Official Committee of Unsecured Creditors in this case. As reported in the Troubled Company Reporter on Feb. 5, 2008, it listed total assets of $14,465,348 and total debts $121,342,790.

As reported in the Troubled Company Reporter on Dec. 19, 2007the Debtor obtained up to $3.8 million in postpetition financing from Credit-Based Asset Servicing and Securitization LLC.

The rating actions are based on changes that Fitch has made to its subprime loss forecasting assumptions. The updated assumptions better capture the deteriorating performance of pools from 2007, 2006 and late 2005 with regard to continued poor loan performance and home price weakness.

FIRST FRANKLIN: Fitch Lowers Ratings on $7.2 Billion Certificates-----------------------------------------------------------------Fitch Ratings has taken rating actions on First Franklin mortgage pass-through certificates. Unless stated otherwise, any bonds that were previously placed on Rating Watch Negative are now removed. Affirmations total $3.5 billion and downgrades total $7.2 billion. Additionally, $4.4 billion was placed on Rating Watch Negative. Break Loss percentages and Loss Coverage Ratios for each class are included with the rating actions as:

The rating actions are based on changes that Fitch has made to its subprime loss forecasting assumptions. The updated assumptions better capture the deteriorating performance of pools from 2007, 2006 and late 2005 with regard to continued poor loan performance and home price weakness.

FOCUS CAPITAL: To Liquidate After Missing Banks' Margin Calls-------------------------------------------------------------Focus Capital Fund Limited, the U.S. hedge fund of PSolve Alternative in London, will be liquidated after incurring significant trading losses in February 2008, The Financial Times and Reuters report.

PSolve stated that it will write down GBP1.49 million, or $2.97 million of its Focus Capital investment, Reuters says.

FT relates that Focus Capital missed margin calls from its bank lenders, and will shut down its operations.

FORTUNOFF: Gets Final OK to USE BoFA's $85 Million DIP Facility---------------------------------------------------------------The U.S. Bankruptcy Court for the Southern District of New York authorized Fortunoff Fine Jewelry and Silverware LLC and its debtor-affiliates to obtain credit, on a final basis for a period through June 4, 2008, of up to $85,000,000 from a group of lenders led by Bank of America, N.A., as lender and agent. The DIP Facility is comprised of:

-- up to $78,000,000 in revolving loans, and

-- up to $7,000,000 in Tranche A-1 loans, with $15,000,000 sublimits for letters of credit and swingline loans.

The Court grants the DIP Lenders valid, binding, enforceable and perfected liens in all of the Debtors' assets, subject only to a Carve-Out and certain liens entitled to the senior prepetition lenders. The DIP Lenders' lien are first, prior, and superior to any security, mortgage, or collateral interest or lien or claim to all of the Debtors' assets. Obligations under the DIP Facility will be an allowed superpriority administrative expense claim.

The Debtors will use proceeds from the DIP Facility to (i) refinance their prepetition debt from BofA under a revolving credit facility on a rolling basis, and (ii) provide working capital and greater liquidity to purchase inventory. The Debtors will use all proceeds pursuant to a budget, a copy of which is available for free at:

The Court also authorizes the Debtors to obtain a $10,000,000 letter of credit from NRDC Equity Partners LLC's H Acquisition LLC or Lord & Taylor LLC, for the purpose of maintaining their inventory. The Debtors will grant H Acquisition valid, binding, enforceable and perfected liens in and to their assets, subject to the liens in favor of the DIP Lenders and the lenders under the BofA Prepetition Facility, but senior to any liens granted to the lenders under the Term D Loan Agreement dated February 23, 2007.

All obligations under the DIP Facility and the Debtors' BofA Prepetition Facility are due and payable upon the earliest to occur of:

(a) June 4, 2008;

(b) the occurrence of an Event of Default under the DIP Credit Agreement;

(c) the date upon which the Debtors receive the first proceeds from the sale of any of their assets in a sale conducted pursuant to Section 363 of the Bankruptcy Code; or

(d) the effective date of any plan for the Debtors confirmed pursuant to Bankruptcy Code Section 1129.

New York-based Fortunoff Fine Jewelry and Silverware LLC --http://www.fortunoff.com/-- is a family owned business since 1922 founded by by Max and Clara Fortunoff. Fortunoff offerscustomers fine jewelry and watches, antique jewelry and silver,everything for the table, fine gifts, home furnishings includingbedroom and bath, fireplace furnishings, housewares, and seasonalshops including outdoor furniture shop in summer and enchantingChristmas Store in the winter. It opened some 20 satellitestores in the New Jersey, Long Island, Connecticut andPennsylvania markets featuring outdoor furniture and grillsduring the Spring/Summer season and indoor furniture (and in somelocations Christmas trees and decor) in the Fall/Winter season.

Due to the U.S. Trustee's objection, Fortunoff is backing out ofits request to employ Skadden Arps Meagher & Flom LLC, asbankruptcy counsel. Fortunoff is hiring Togut Segal & Segal LLP,as their general bankruptcy counsel, but Skadden Arps willcontinue to serve the Debtors as special counsel in connectionwith the sale the Debtors' assets. Logan & Company, Inc., servesas the Debtors' claims, noticing, and balloting agent. FTIConsulting Inc. are the Debtors' proposed crisis manager.

An Official Committee of Unsecured Creditors has been appointed inthis case.

In their schedules, Fortunoff Fine Jewelry listed $5,052,315 total assets and $136,626,948 total liabilities; Source Financing Corp. listed $154,680,100 total assets and $176,961,631 total liabilities; and M. Fortunoff of Westbury LLC listed $6,300,955 total assets and $119,985,788 total liabilities. The Debtors'exclusive period to file a plan of reorganization ends on June 3,2008. (Fortunoff Bankruptcy News, Issue No. 7; BankruptcyCreditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000)

FORTUNOFF: Can Use Lenders' Cash Collateral on Final Basis----------------------------------------------------------The U.S. Bankruptcy Court for the Southern District of New York has entered a final order authorizing Fortunoff Fine Jewelry and Silverware LLC and its debtor-affiliates to use their prepetition lenders' cash collateral.

The Court has also authorized the Debtors to obtain $85,000,000 of DIP financing from a group led by Bank of America, N.A. The DIP loan would refinance their senior prepetition secured debt due to BofA and provide additional cash to the Debtors.

As adequate protection from the diminution in value of their collateral, BofA, as agent for the prepetition lenders owed $67,000,000 under the Amended and Restated Credit Agreement, dated August 13, 2007, will receive:

-- valid, perfected and enforceable security interests and replacement liens in the Collateral, junior to the Liens granted to the DIP Agent, the Prior Permitted Liens and a Carve-Out for payment of fees of professionals and the U.S. Trustee; and

-- an allowed superpriority administrative expense claim, junior to the DIP Superpriority Claim and the Carve-Out.

In addition, the Debtors will establish an account in the control of BofA, as the Prepetition Agent, into which, $250,000 of proceeds of any sale, lease or other disposition of any of the Collateral will be deposited as security for any reimbursement, indemnification or similar continuing obligations of the Debtors in favor of the Prepetition Lenders.

Lenders under the Term D Loan Agreement dated Feb. 23, 2007, who are owed the approximate principal sum of $17,400,000, will receive, as adequate protection, valid, perfected, and enforceable security interests and replacement liens in the Collateral, which will be junior to the DIP Lenders' liens, the Credit Agreement Replacement Liens, the Prior Permitted Liens, the Carve-Out, H Acquisition's liens and the funding of the Indemnity Account. The Term D Lenders may receive up to $100,000 for professional fees and expenses. As a condition to granting the adequate protection, the Term D Lenders are deemed to have consented to any sale or disposition of Collateral.

About Fortunoff

New York-based Fortunoff Fine Jewelry and Silverware LLC --http://www.fortunoff.com/-- is a family owned business since 1922 founded by by Max and Clara Fortunoff. Fortunoff offerscustomers fine jewelry and watches, antique jewelry and silver,everything for the table, fine gifts, home furnishings includingbedroom and bath, fireplace furnishings, housewares, and seasonalshops including outdoor furniture shop in summer and enchantingChristmas Store in the winter. It opened some 20 satellitestores in the New Jersey, Long Island, Connecticut andPennsylvania markets featuring outdoor furniture and grillsduring the Spring/Summer season and indoor furniture (and in somelocations Christmas trees and decor) in the Fall/Winter season.

Due to the U.S. Trustee's objection, Fortunoff is backing out ofits request to employ Skadden Arps Meagher & Flom LLC, asbankruptcy counsel. Fortunoff is hiring Togut Segal & Segal LLP,as their general bankruptcy counsel, but Skadden Arps willcontinue to serve the Debtors as special counsel in connectionwith the sale the Debtors' assets. Logan & Company, Inc., servesas the Debtors' claims, noticing, and balloting agent. FTIConsulting Inc. are the Debtors' proposed crisis manager.

An Official Committee of Unsecured Creditors has been appointed inthis case.

In their schedules, Fortunoff Fine Jewelry listed $5,052,315 total assets and $136,626,948 total liabilities; Source Financing Corp. listed $154,680,100 total assets and $176,961,631 total liabilities; and M. Fortunoff of Westbury LLC listed $6,300,955 total assets and $119,985,788 total liabilities. The Debtors'exclusive period to file a plan of reorganization ends on June 3,2008. (Fortunoff Bankruptcy News, Issue No. 7; BankruptcyCreditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000)

FORTUNOFF: Committee Selects Otterbourg Steindler as Counsel------------------------------------------------------------The Official Committee of Unsecured Creditors of Fortunoff Fine Jewelry and Silverware LLC and its debtor-affiliates asks the U.S. Bankruptcy Court for the Southern District of New York for authority to retain Otterbourg Steindler Houston & Rosen P.C., as its counsel, effective as of Feb. 7, 2008.

Representing Agio International Co., Ltd., the Committee's chairperson, Thomas Gold, Esq., in New York, relates that the Committee has selected Otterbourg because of the firm's extensive experience in business reorganizations under Chapter 11, and its particular expertise in the retail industry.

Mr. Gold asserts that Otterbourg is qualified to represent the Committee in a cost-effective, efficient, and timely manner.

As the Committee's counsel, Otterbourg will, among other things:

-- assist and advise the Committee in its consultation with the Debtors;

-- attend meetings and negotiate with the Debtors' representatives;

-- assist and advise the Committee in its examination and analysis of the conduct of the Debtors' affairs;

-- assist the Committee in the review, analysis and negotiation of any plan of reorganization and the accompanying disclosure statement;

-- assist in the review, analysis, and negotiation of any financing agreements; and

-- take all necessary action to protect the interests of the Committee, including (i) possible prosecution of actions, (ii) if appropriate, negotiations concerning all litigation in which the Debtors are involved, and (iii) if appropriate, review and analysis of claims filed against the Debtors' estates, (iv) generally prepare on behalf of the Committee all necessary motions, applications, answers, orders, reports and papers in support of positions taken by the Committee, and (v) appear before the Bankruptcy Court, the Appellate Courts, and the U.S. Trustee, and protect the Committee's interests.

Mr. Gold informs Judge Peck that Otterbourg intends to work closely with the Debtors' representatives and the other professionals retained by the Committee, to ensure that there is no unnecessary duplication of services performed, or charged to, the Debtors' estates.

Otterbourg will be paid its legal services on an hourly basis in accordance with its customary hourly rates and for its actual and necessary out-of-pocket disbursements:

Brett H. Miller, a member of Otterbourg, assures the Court that his firm holds no interest adverse to the Committee and the Debtors, and that Otterbourg is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code.

About Fortunoff

New York-based Fortunoff Fine Jewelry and Silverware LLC --http://www.fortunoff.com/-- is a family owned business since 1922 founded by by Max and Clara Fortunoff. Fortunoff offerscustomers fine jewelry and watches, antique jewelry and silver,everything for the table, fine gifts, home furnishings includingbedroom and bath, fireplace furnishings, housewares, and seasonalshops including outdoor furniture shop in summer and enchantingChristmas Store in the winter. It opened some 20 satellitestores in the New Jersey, Long Island, Connecticut andPennsylvania markets featuring outdoor furniture and grillsduring the Spring/Summer season and indoor furniture (and in somelocations Christmas trees and decor) in the Fall/Winter season.

Due to the U.S. Trustee's objection, Fortunoff is backing out ofits request to employ Skadden Arps Meagher & Flom LLC, asbankruptcy counsel. Fortunoff is hiring Togut Segal & Segal LLP,as their general bankruptcy counsel, but Skadden Arps willcontinue to serve the Debtors as special counsel in connectionwith the sale the Debtors' assets. Logan & Company, Inc., servesas the Debtors' claims, noticing, and balloting agent. FTIConsulting Inc. are the Debtors' proposed crisis manager.

An Official Committee of Unsecured Creditors has been appointed inthis case.

In their schedules, Fortunoff Fine Jewelry listed $5,052,315 total assets and $136,626,948 total liabilities; Source Financing Corp. listed $154,680,100 total assets and $176,961,631 total liabilities; and M. Fortunoff of Westbury LLC listed $6,300,955 total assets and $119,985,788 total liabilities. The Debtors'exclusive period to file a plan of reorganization ends on June 3,2008. (Fortunoff Bankruptcy News, Issue No. 7; BankruptcyCreditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000)

FORTUNOFF: Creditors' Panel Taps Cohen Tauber as Special Counsel----------------------------------------------------------------The Official Committee of Unsecured Creditors of Fortunoff Fine Jewelry and Silverware LLC and its debtor-affiliates asks the U.S. Bankruptcy Court for the Southern District of New York for authority to retain Cohen Tauber Spievack & Wagner P.C. as its special conflicts counsel, effective as of Feb. 20, 2008.

On behalf of Agio International Co., Ltd. -- the Committee's chairperson -- Thomas Gold, Esq., in New York, tells Judge Peck that the Committee has selected Cohen Tauber because of the firm's extensive experience in, and knowledge of, business reorganizations under Chapter 11.

According to Mr. Gold, the Committee believes that Cohen Tauber is qualified to represent the Committee in a cost-effective, efficient and timely manner.

Specifically, the Committee needs Cohen to:

-- assist in the review, analysis, and negotiation of financing agreements with Bank of America, N.A.;

-- appear before the Bankruptcy Court, the Appellate Courts, and the U.S. Trustee to protect the Committee's interests; and

-- perform all other necessary legal services.

Mr. Gold tells the Court that Cohen Tauber intends to work closely with other professionals retained by the Committee, to ensure that there is no unnecessary duplication of services performed or charged to the Debtors' estates.

In addition to necessary out-of-pocket expenses, Cohen Tauber charges for its legal services on an hourly basis in accordance with its customary hourly rates:

Robert A. Boghosian, Esq., an attorney at Cohen Tauber, assures the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code.

About Fortunoff

New York-based Fortunoff Fine Jewelry and Silverware LLC --http://www.fortunoff.com/-- is a family owned business since 1922 founded by by Max and Clara Fortunoff. Fortunoff offerscustomers fine jewelry and watches, antique jewelry and silver,everything for the table, fine gifts, home furnishings includingbedroom and bath, fireplace furnishings, housewares, and seasonalshops including outdoor furniture shop in summer and enchantingChristmas Store in the winter. It opened some 20 satellitestores in the New Jersey, Long Island, Connecticut andPennsylvania markets featuring outdoor furniture and grillsduring the Spring/Summer season and indoor furniture (and in somelocations Christmas trees and decor) in the Fall/Winter season.

"The downgrade is based on Fremont's announcement that it has received a notice of covenant default on guarantees associated with the sale of its subprime loans," said Standard & Poor's credit analyst Adom Rosengarten.

Brea, California-based Fremont General is the parent company of a bank currently operating under a cease-and-desist order issued by the FDIC. Fremont relies on dividends from its bank subsidiary as a source of funding to service its debt, but under the cease-and-desist order, regulators have restricted dividend payments from the bank since March 2007.

The notice of covenant default puts additional pressure on Fremont's liquidity. The company has stated that it may have to deposit cash into a reserve account or provide a letter of credit to satisfy the tangible net worth covenant associated with the guarantees. The company acknowledged that it is not in a position to provide these remedies, which in turn implies a heightened likelihood that the subprime loan purchasers would declare an event of default. An event of default on any of the company's obligations would move the counterparty credit rating to a default rating.

The removal of FIL from Standard & Poor's Select Servicer List follows the March 4, 2008, downgrade of Fremont General Corp. to 'CC/Watch Neg'.

Fremont is the corporate parent of FIL. Concurrent with the corporate downgrade, S&P lowered its counterparty credit rating on FIL to 'CCC-/Watch Neg' from 'CCC/Watch Neg'. The downgrade and placement of the counterparty rating on FIL on CreditWatch negative has resulted in an insufficient financial position, which negates the company's inclusion on the Select Servicer List.

GENERAL MOTORS: Offers Additional Exit Financing to Delphi Corp.----------------------------------------------------------------Delphi Corp. is taking the steps necessary to enable the completion of its exit financing syndication. Delphi said that it has been advised by General Motors Corp. that GM is prepared to provide additional exit financing. The company's $6.1 billion exit financing package is now expected to include a $1.6 billion asset-backed revolving credit facility, at least $1.7 billion of first-lien term loan, an up to $2.0 billion first-lien term note to be issued to GM (junior to the $1.7 billion first-lien term loan), and an $825 million second-lien term loan, of which any unsold portion would be issued to GM.

Delphi believes that GM's increased participation in the exit financing structure is necessary to successfully syndicate its exit financing on a timely basis and is consistent with its First Amended Joint Plan of Reorganization and the investment agreement with its plan investors. However, certain of Delphi's plan investors have advised the company they believe the proposed exit financing with increased GM participation would not comply with conditions in the company's investment agreement between Delphi and the plan investors.

To clarify that GM's increased participation complies with the Plan and the investment agreement, and to require each of the Plan Investors to perform their obligations under the investment agreement, Delphi asks the U.S. Bankruptcy Court for the Southern District of New York seeking limited relief from the Court under section 1142 of the Bankruptcy Code with respect to the Plan, which was confirmed by the Court on Jan. 25, 2008.

Under Section 1142 of the Bankruptcy Code, bankruptcy courts may direct the debtor and any other necessary party to perform any act that is necessary for the consummation of a plan that has been confirmed by the Bankruptcy Court.

Delphi's lead plan investor has also agreed to extend from March 31, 2008 to Apr. 5, 2008 the first date by which it could terminate the investment agreement with Delphi if the effective date of the Plan has not occurred, which would provide Delphi additional time to comply with closing conditions under the investment agreement.

About Delphi Corp.

Headquartered in Troy, Michigan, Delphi Corporation (PINKSHEETS:DPHIQ) -- http://www.delphi.com/-- is the single supplier of vehicle electronics, transportation components, integrated systemsand modules, and other electronic technology. The company'stechnology and products are present in more than 75 millionvehicles on the road worldwide. Delphi has regional headquartersin Japan, Brazil and France.

The Court approved Delphi's First Amended Joint DisclosureStatement and related solicitation procedures for the solicitationof votes on the First Amended Plan on Dec. 20, 2007. The Courtconfirmed the Debtors' First Amended Plan on Jan. 25, 2008.

Headquartered in Detroit, Michigan, General Motors Corp. (NYSE:GM) -- http://www.gm.com/-- was founded in 1908. GM employs about 266,000 people around the world and manufactures cars andtrucks in 35 countries. In 2007, nearly 9.37 million GM cars andtrucks were sold globally under the following brands: Buick,Cadillac, Chevrolet, GMC, GM Daewoo, Holden, HUMMER, Opel,Pontiac, Saab, Saturn, Vauxhall and Wuling. GM's OnStarsubsidiary is the industry leader in vehicle safety, security andinformation services.

* * *

As reported in the Troubled Company Reporter on Feb. 28, 2008,Fitch Ratings has affirmed the Issuer Default Rating of GeneralMotors at 'B', with a Rating Outlook Negative.

As reported in the Troubled Company Reporter on Nov. 9, 2007,Moody's Investors Service affirmed its rating for General MotorsCorporation (B3 Corporate Family Rating, Ba3 senior secured, Caa1senior unsecured and SGL-1 Speculative Grade Liquidity rating) butchanged the outlook to Stable from Positive. In an environment ofweakening prospects for US auto sales GM has announced that itwill take a non-cash charge of $39 billion for the third quarterof 2007 related to establishing a valuation allowance against itsdeferred tax assets in the US, Canada and Germany.

As reported in the Troubled Company Reporter on Oct. 23, 2007,Standard & Poor's Ratings Services affirmed its 'B' corporatecredit rating and other ratings on General Motors Corp. andremoved them from CreditWatch with positive implications, wherethey were placed Sept. 26, 2007, following agreement on the newlabor contract. The outlook is stable.

GENERAL MOTORS: Key Supplier Labor Strike Affects More GM Plants----------------------------------------------------------------General Motors Corp. anticipates to shut down a transmission plant in Toledo, Ohio, a metal casting plant in Saginaw, Michigan, and a DMAX plant in Moraine, Ohio, on Monday, March 10, 2008, as United Auto Workers union workers of key supplier American Axle & Manufacturing Inc. continue their labor strike, according to GM's production statement.

An assembly plant in Janesville, Wisconsin will continue production but on shortened shifts next week. If the strike lasts beyond next week, other alternative work schedules will be evaluated.

Roughly 680 hourly and 170 salaried workers at the Saginaw plant will be affected, while 1,008 hourly and 187 salaried employees at the DMAX plant will be displaced. About 2,246 hourly and 193 salaried workers of the Janesville plant will be affected with the shortened shifts.

As reported in the Troubled Company Reporter on March 5, 2008, the Toledo Transmission plant is expecting 1,444 hourly and 219 salaried workers to be laid off.

As previously disclosed UAW president Ron Gettelfinger and Vice President James Settles disclosed that members at American Axle began an unfair labor practices strike at 12:01 a.m. on Feb. 26, 2008, following expiration of a four-year master labor agreement.

Lay-off numbers will vary on a day-to-day basis, as some employeeswill be needed at work for training, maintenance and otheractivities. The figures of employees displaced is for employeesat manufacturing operations only, excluding Service Parts andOperations and other automotive (non-manufacturing) sites.

Headquartered in Detroit, Michigan, General Motors Corp. (NYSE:GM) -- http://www.gm.com/-- was founded in 1908. GM employs about 266,000 people around the world and manufactures cars andtrucks in 35 countries. In 2007, nearly 9.37 million GM cars andtrucks were sold globally under the following brands: Buick,Cadillac, Chevrolet, GMC, GM Daewoo, Holden, HUMMER, Opel,Pontiac, Saab, Saturn, Vauxhall and Wuling. GM's OnStarsubsidiary is the industry leader in vehicle safety, security andinformation services.

* * *

As reported in the Troubled Company Reporter on Feb. 28, 2008,Fitch Ratings has affirmed the Issuer Default Rating of GeneralMotors at 'B', with a Rating Outlook Negative.

As reported in the Troubled Company Reporter on Nov. 9, 2007,Moody's Investors Service affirmed its rating for General MotorsCorporation (B3 Corporate Family Rating, Ba3 senior secured, Caa1senior unsecured and SGL-1 Speculative Grade Liquidity rating) butchanged the outlook to Stable from Positive. In an environment ofweakening prospects for US auto sales GM has announced that itwill take a non-cash charge of $39 billion for the third quarterof 2007 related to establishing a valuation allowance against itsdeferred tax assets in the US, Canada and Germany.

As reported in the Troubled Company Reporter on Oct. 23, 2007,Standard & Poor's Ratings Services affirmed its 'B' corporatecredit rating and other ratings on General Motors Corp. andremoved them from CreditWatch with positive implications, wherethey were placed Sept. 26, 2007, following agreement on the newlabor contract. The outlook is stable.

GENESCO INC: Terminates Finish Line-Merger and Settles Dispute--------------------------------------------------------------Genesco Inc. entered into a definitive agreement with The Finish Line Inc., UBS LLC and UBS Loan Finance LLC for the termination of a merger agreement with Finish Line and the settlement of all related litigation among Finish Line and Genesco and UBS.

The terms of the settlement agreement are:

-- The merger agreement between Genesco and Finish Line will be terminated; the financing commitment from UBS to Finish Line will be terminated;

-- UBS and Finish Line will pay to Genesco an aggregate of $175 million in cash along with a number of Class A shares of Finish Line common stock equal to 12% of the total post- issuance Finish Line outstanding shares of common stock. As part of the settlement, Genesco and Finish Line have agreed to a mutual standstill agreement;

-- The payment of the cash and shares required by the settlement is expected to occur on Friday, March 7, 2008;

-- It is anticipated that the Class A shares of Finish Line will be remitted to Genesco's shareholders soon as practicable after the registration of such shares by Finish Line; and

-- The agreement provides for customary mutual releases of the parties. Shareholder Objection

In connection with the settlement, QVT Financial LP, Genesco's largest shareholder, issued this statement:

"QVT Financial LP strenuously opposes the proposed settlement between Genesco, The Finish Line and UBS and urges Genesco's board of directors to reject the settlement. QVT believes that the settlement is not in the best interests of Genesco's shareholders and that approval by the board of the settlement would be a breach of the directors' fiduciary duties to shareholders."

"QVT wishes to meet immediately with the board and management to explain our view that approval of the settlement would constitute a breach of fiduciary duty and urges the board to take no action prior to consulting with QVT and other major shareholders."

About The Finish Line

The Finish Line Inc. (NASDAQ: FINL) -- http://www.finishline.com/-- and -- http://www.manalive.com/-- together with its subsidiaries, is a mall-based specialty retailer in the UnitedStates. The company operates under the Finish Line, Man Alive andPaiva brand names. Finish Line is a mall-based specialty retailerof men's, women's and children's brand name athletic, lifestyleand outdoor footwear, soft goods, activewear and accessories. Asof April 20, 2007, the company operated 693 Finish Line stores in47 states.

About Genesco Inc.

Headquartered in Nashville, Tennessee, Genesco Inc. (NYSE: GCO) --http://www.genesco.com/-- is a specialty retailer of footwear, headwear and accessories in more than 1,900 retail stores in theU.S. and Canada, principally under the names Journeys, JourneysKidz, Shi by Journeys, Johnston & Murphy, Underground Station,Hatworld, Lids, Hat Zone, Cap Factory, Head Quarters and CapConnection. The company also sells footwear at wholesale underits Johnston & Murphy brand and under the licensed Dockers.

GENESCO INC: S&P Holds B+ Rating on Finish Line Merger Termination------------------------------------------------------------------Standard & Poor's Ratings Services affirmed its 'B+' corporate credit and other ratings on Nashville, Tennessee-based Genesco Inc. and removed them from CreditWatch, where they were placed with developing implications on April 20, 2007. This action follows the termination of the merger agreement with the Finish Line and UBS and settlement of all related litigation. The outlook is stable.

"The stable outlook reflects our expectations for minimal improvements in operating performance over the near term," said Standard & Poor's credit analyst David Kuntz. With the resolution of the litigation from Finish Line and UBS, this will no longer be a distraction for the company.

HOME EQUITY: S&P Ratings on Class B-2 Tumbles to 'D' From 'CCC'---------------------------------------------------------------Standard & Poor's Ratings Services lowered its ratings on seven classes of mortgage and home equity pass-through certificates from Home Equity Asset Trust 2003-5 and Morgan Stanley ABS Capital I Inc. Trust 2003-NC10. In addition, S&P affirmed its ratings on the remaining six classes of certificates from these transactions. Both transactions were issued during the second half of 2003.

The negative rating actions reflect the performance of the individual pools as of the February 2008 remittance period. Current or projected credit support levels are not sufficient to support the previous ratings on the downgraded classes. While Home Equity Asset Trust 2003-5 and Morgan Stanley ABS Capital I Inc. Trust 2003-NC10 are 54 months and 52 months seasoned, respectively, both pools continue to incur sizable losses that are outpacing the monthly excess interest. The 12-month average losses for these pools are approximately $367,000 and $593,000, respectively, and the remaining pool factors are 9.17% and 9.19%. Overcollateralization (O/C) has eroded for Home Equity Asset Trust 2003-5 and is 46% below target for Morgan Stanley ABS Capital I Inc. Trust 2003-NC10. As of the February 2008 remittance period, serious delinquencies (90-plus days, foreclosures, and REOs) were $8.24 million and $18.10 million for each deal, respectively, while cumulative losses were $14.67 million and $18.40 million.

The affirmations of the ratings on the remaining six classes from these deals reflect sufficient credit support for the current ratings as of the February 2008 remittance period.

A combination of subordination, excess spread, and O/C provides credit support to both transactions. The underlying collateral for the deals consists of subprime mortgage loans.

INDIANTOWN COGENERATION: Fitch Holds 'BB' Rating on $505MM Bonds----------------------------------------------------------------Fitch Ratings affirmed the 'BB' rating on Indiantown Cogeneration L.P. and Indiantown Cogeneration Funding Corp.'s $505 million ($345 million outstanding) taxable first mortgage bonds due 2010 & 2020 and $125 million tax-exempt facility revenue bonds due 2025. The rating affirmation is based on the ongoing mismatch between ICL's variable fuel costs and energy revenues earned under the power purchase agreement with Florida Power and Light Company. Fitch has evaluated ICL's credit quality on a stand-alone basis, independent of the credit quality of its owners. The Rating Outlook is Stable.

Financial performance showed improvement in 2007, though ICL remains exposed to the same long-term risk factors responsible for previous strains on liquidity. ICL's variable production costs continue to exceed PPA energy revenues, which are not directly linked to the expenses actually incurred by ICL. Rather, ICL is reimbursed at a variable energy rate primarily based on a commodity coal index and a coal transportation index, as defined in the PPA.

The discrepancy between ICL's coal costs and the commodity index has narrowed due to the escalation of the commodity index in 2007. ICL currently procures coal under supply agreements with Appalachian coal producers and pays fixed prices that exceed the corresponding coal price in the commodity index. Recent improvements in the commodity index were partially offset by higher coal transportation costs due to an increase in the oil-based fuel surcharge under the coal transportation agreement with CSX Transportation, Inc. While the coal transportation index is aligned with ICL's cost basis under the CSX agreement, the PPA does not include a reimbursement mechanism for the fuel surcharge. Thus, both the commodity price of coal and the associated transportation costs continue to exceed the corresponding components of the UEPC.

Unless ICL resolves the mismatch between PPA energy revenues and fuel costs, ICL will remain exposed to a potential increase in the price of coal when a key coal supply agreement's price reopens in 2011. Though the PPA includes a provision (Section 8.5) intended to adjust the UEPC for discrepancies between energy payments and fuel costs, ICL and FPL have disagreed over the implementation of this provision. Over the past two years, FPL has paid a total of approximately $4 million in true-up payments pursuant to Section 8.5. Each payment has been retroactively applied to energy payments made in prior periods. ICL contends that FPL's Section 8.5 payments have been insufficient to fully reimburse ICL's fuel costs and the UEPC should be adjusted on a look-ahead basis.

ICL has been engaged in negotiations with FPL concerning Section 8.5 for several years, and it is uncertain whether ICL can streamline the UEPC adjustment process going forward. ICL's credit quality would be enhanced if ICL secures timely UEPC adjustments that adequately compensate ICL for shortfalls between energy revenues and fuel costs. Absent a favorable resolution to the negotiations, ICL will face heightened exposure to operating risks as long as fuel costs exceed energy payments.

Fitch expects relatively stable financial performance over the next two years with debt service coverage ratios remaining below 1.3 times. ICL's management has pursued several cost containment measures, but certain major expenses are rigid, such as the contractual price of coal, or remain subject to cost inflation, such as the fuel surcharge in the coal transportation agreement. ICL continues to earn the maximum capacity payment under the PPA on strong operational performance. It is unlikely that energy revenues will significantly improve, as Fitch expects the commodity fuel index to remain flat over the next 12 - 18 months.

The Indiantown project consists of a 330-megawatt coal-fired qualifying facility located in Martin County, Florida, supplying energy and capacity to FPL and steam to Louis Dreyfus Citrus. Fitch has assigned FPL a long-term Issuer Default Rating of 'A' with a Stable Outlook. ICL is a special purpose limited partnership jointly owned by indirect subsidiaries of EIF and Cogentrix, itself an indirect wholly owned subsidiary of Goldman Sachs Group, Inc. The taxable first mortgage bonds were issued jointly by ICL and its wholly owned subsidiary, Indiantown Cogeneration Funding Corp. The tax-exempt facility revenue bonds were issued by the Martin County Industrial Development Authority on behalf of ICL.

INDYMAC HOME: Moody's Reviews 19 Tranches' Ratings for Likely Cuts------------------------------------------------------------------Moody's Investors Service placed under review for possible downgrade 19 tranches from three deals issued by IndyMac in 2004 and 2005. The collateral backing these classes consists of fixed and adjustable-rate subprime mortgage loans.

The ratings were placed under review for possible downgrade based on the respective tranches' current credit enhancement levels relative to current projected pool losses.

INERGY LP: Buys Retail Division of Farm & Home from Buckeye-----------------------------------------------------------Inergy LP signed a definitive agreement to purchase the retail division of Farm & Home Oil Company LLC, from Buckeye Partners LP. The transaction is expected to close within the next 45 days and is subject to customary closing conditions.

In addition, Inergy disclosed recent acquisitions of Rice Oil Co., Inc. located in Greenfield, Massachusetts and Capitol Propane LLC located near Columbus, Ohio. These three transactions are expected to be immediately accretive to unitholders on a distributable cash flow per unit basis.

The combined operations serve over 30,000 customers from eight new retail locations. Upon completion of these transactions, Inergy expects to have invested approximately $53 million in capital and expects full-year earnings before interest, taxes, depreciation, and amortization from these operations to be approximately $8 million.

"These three transactions meet our criteria of acquiring good businesses in good markets and complement our footprint in the Northeast," John Sherman, president and chief executive officer of Inergy, said. "We welcome the employees of these companies to the Inergy family as we continue the execution of our growth strategy on behalf of our unitholders."

About Buckeye Partners

Based in Breinigsville, Pennsylvania, Buckeye Partners LP (NYSE:BPL) -- http://www.buckeye.com/-- is engaged in the transportation, terminal ling and storage of refined petroleum products for integrated oil companies, refined petroleum product marketing companies and end users of petroleum products. The partnership also operates pipelines owned by third parties under contracts with integrated oil and chemical companies, and performs pipeline construction activities, generally for these same customers. Buckeye GP LLC is the general partner of Buckeye Partners. The partnership operates its business through three segments: pipeline operations, terminal ling and storage and other operations.

About Inergy

Headquartered in Kansas City, Missouri, Inergy L.P. (NASDAQ:NRGY) -- http://www.inergypropane.com/-- owns and operates, principally through Inergy Propane LLC, a retail and wholesale propane supply, marketing and distribution business. The company also operates a midstream business that includes a natural gas storage facility, a liquefied petroleum gas storage facility and a natural gas liquids business. During the fiscal year ended Sept. 30, 2007, Inergy sold and physically delivered approximately 362.2 million gallons of propane to retail customers and approximately 383.9 million gallons of propane to wholesale customers. Its propane business includes the retail marketing, sale and distribution of propane, including the sale and lease of propane supplies and equipment, to residential, commercial, industrial and agricultural customers. The company markets its propane products under various regional brand names.

INERGY LP: Purchase Agreements Will Not Affect S&P's 'BB-' Rating-----------------------------------------------------------------Standard & Poor's Ratings Services said that retail and wholesale propane distributor Inergy L.P.'s (BB-/Stable/--) announcement of its agreement to purchase the retail divisions of Farm & Home Oil Company LLC, Rice Oil Co., and Capitol Propane LLC for about $53 million will not affect the company rating or outlook.

Although the fuel oil business of Farm & Home exposes Inergy to lower margins than propane, the acquisition does not affect Inergy's overall business mix. S&P views these transactions as a continuation of Inergy's strategy to add complimentary businesses that strengthen the company's footprint in the Northeast and upper Midwest and contribute additional cash flow at a reasonable cost.

INGEAR CORP: U.S. Trustee Appoints Five-Member Creditors Panel--------------------------------------------------------------William T. Neary, the U.S. Trustee for Region 11, appoints five members to the Official Committee of Unsecured Creditors in the Chapter 11 case of InGear Corporation.

INGEAR CORP: Wants to Hire Perkins Coie as Bankruptcy Counsel-------------------------------------------------------------InGear Corporation seeks authority from the U.S. Bankruptcy Court for the Northern District of Illinois to employ Perkins Coie LLP as counsel.

The Debtor selected Perkins Coie because of its experience and knowledge in the field of the debtor's and creditor's rights and business insolvencies under the Bankruptcy Code.

b) take all necessary action to protect and preserve the Debtor's estate, including prosecuting actions on the Debtor's behalf, defensing any action commences against the Debtor and representing the Debtor's interest in negotiations concerning all litaigation in which the Debtor may be involved, including, claims filed against the estate;

c) attend meetings and negotiate with representatives of creditors and other parties-in-interest;

d) advise the Debtor in connection with the sale of its assets, including inventory and real estate;

e) appear before the Court and the U.S. Trustee to assert and protect the interest of the Debtor's estate; and

Headquartered in Buffalo Grove, Illinois, InGear Corporation -- http://www.ingearsports.com/-- manufactures leather goods, toys and sporting goods. The Debtor filed for Chapter 11 protection onFeb. 7, 2008, (Bankr. N. D. Ill. Case No.: 08-02824.) No Trustee or examiner has been appointed in this case. When the Debtor filed for protection from its creditors, it has estimated assets and debts of $10 million to $50 million.

The net loss prepared in accordance with accounting principles generally accepted in the United States of America was $12.5 million compared to net income of $6.0 million for the fourth quarter of 2006. The company reported adjusted cash basis net income of $27.6 million for the fourth quarter of 2007, compared to adjusted cash basis net income of $13.8 million for the fourth quarter of 2006.

The companys generally accepted accounting principles result for the fourth quarter of 2007 include amortization of $25.6 million, the write-off of $4.8 million of in-process research and development acquired in connection with our acquisition of Diamics, $5.2 million of restructuring charges, $5.3 million of stock-based compensation expense, a $0.8 million charge related to the write-up to fair market value of inventory acquired in connection with the Cholestech and HemoSense acquisitions, and an unrealized foreign currency loss of $3.9 million associated with a cash escrow established in connection with the acquisition of BBI Holdings Plc.

In the fourth quarter of 2007, the company recorded net revenue of $288.0 million compared to net revenue of $157.0 million in the fourth quarter of 2006. The revenue increase was primarily due to increased product sales in the company's professional diagnostics segment which grew from $87.2 million in the fourth quarter of 2006 to $234.2 million in 2007, principally as a result of businesses acquired which contributed $139.3 million of the increased product revenue. Partially offsetting this increase was a decrease of $16.1 million in revenue as compared to the prior years quarter as a result of the company's second quarter of 2007 formation of a joint venture for its consumer diagnostics business with the Procter & Gamble company and a $3.3 million decrease in product sales from its nutritional segment.

For the fiscal year ended Dec. 31, 2007, the company incurred a net loss of $241.4 million compared to $16.8 million net loss for fiscal 2006. Net product sales were $794.1 million for 2007 compared to $552.1 million in 2006.

As of Dec. 31, 2007, the company's balance sheet reflected a total stockholder's equity of $2,589.9 million.

As reported in the Troubled Company Reporter on Jan. 30, 2008,Moody's Investors Service placed the long-term debt ratings ofInverness Medical Innovations Inc. on review for possible downgrade. These ratings are: B2 corporate family rating; B2 probability of default rating; B1 (LGD3/34%) rating on a $150 million senior secured revolver due 2013; B1 (LGD3/34%) rating on a $900 million senior secured term loan due 2014; and Caa1 (LGD5/82%) rating on a $250 million second lien term loan due 2015.

INVERNESS MEDICAL: In Talks with Lenders to Amend Matria Deal-------------------------------------------------------------Matria Healthcare Inc. buyer Inverness Medical Innovations Inc. is in talks with lenders about restructuring its offer to buy Matria, the Financial Times reports, citing sources familiar with the matter. Both parties might mutually cancel the deal if they won't agree on amicable offer terms, instigating a rival bidder to step in.

As reported in the Troubled Company Reporter on Jan. 30, 2008, Inverness entered into a definitive agreement with Matria, wherein Inverness will acquire all outstanding shares of common stock of Matria, for consideration of (i) $6.50 per share and (ii) convertible preferred stock having a stated value of $32.50 per share or $39.00 in cash. The total transaction consideration is expected to be approximately $1.2 billion, consisting of approximately $900.0 million to acquire the Matria shares of common stock and assumption of approximately $300.0 million of Matrias indebtedness outstanding.

FT relates that Inverness shareholders have been expressing unfavorable responses on the Matria deal, as indicated in the company's declining share price, according to unnamed sources. Matria shareholders also showed resentment towards the deal as revealed in Matria shares trading around the same level as they were prior to the transaction.

Inverness also disclosed net losses of $12.5 million for the 2007 fourth quarter and $241.4 million for the 2007 fiscal year.

As reported in the Troubled Company Reporter on Jan. 30, 2008,Moody's Investors Service placed the long-term debt ratings ofInverness Medical Innovations Inc. on review for possible downgrade. These ratings are: B2 Corporate Family Rating; B2 Probability of Default Rating; B1 (LGD3/34%) rating on a $150 million Senior Secured Revolver due 2013; B1 (LGD3/34%) rating on a $900 million Senior Secured Term Loan due 2014; and Caa1 (LGD5/82%) rating on a $250 million Second Lien Term Loan due 2015.

The rating actions are based on changes that Fitch has made to its subprime loss forecasting assumptions. The updated assumptions better capture the deteriorating performance of pools from 2007, 2006 and late 2005 with regard to continued poor loan performance and home price weakness.

The rating actions are based on changes that Fitch has made to its subprime loss forecasting assumptions. The updated assumptions better capture the deteriorating performance of pools from 2007, 2006 and late 2005 with regard to continued poor loan performance and home price weakness.

LEVITT AND SONS: Depositors Panel Wants to Validate Florida Claims------------------------------------------------------------------The Home Purchase Deposit Holders' Committee of Unsecured Creditors in Levitt and Sons LLC and its debtor-affiliates' Chapter 11 cases asks the U.S. Bankruptcy Court for the Southern District of Florida to validate its rejected real property claims.

Most of the more than 600 constituents represented by the Home Purchase Deposit Holders' Committee of Unsecured Creditors entered into pre-construction contracts with the Debtors and tendered deposits to the Debtors toward the purchase of certain real property.

The Depositors Committee relates that a majority of the deposits paid to the Debtors on the Construction Contracts were not held in escrow by the Debtors, but instead were taken into the Debtors' general operating funds as and when they were paid in by the Deposit Holders and, upon information and belief, have been spent by the Debtors.

The Deposit Holders' claims currently exceed $18,000,000 of deposits not held in escrow, according to Robert P. Charbonneau, Esq., at Ehrenstein Charbonneau Calderin, in Miami, Florida.

As of the bankruptcy date, the Debtors were in breach of the Construction Contracts with the Deposit Holders, Mr. Charbonneau adds.

Pursuant to Florida Statutes, Section 489.140 et seq., the Florida Homeowners' Construction Recovery Fund was created to reimburse a person who has suffered monetary loss due to certain acts by contractors, including financial mismanagement or abandonment. The Recovery Fund is funded by a one-half cent per square foot surcharge on all building permits collected pursuant to Florida Statutes, Section 468.631.

To be eligible to seek compensation from the Recovery Fund, an individual must have "made a claim and exhaust the limits of any available bond, cash bond, surety, guarantee, warranty, letter of credit, or policy of insurance, provided that certain conditions are satisfied," Mr. Charbonneau notes.

Mr. Charbonneau tells the Court that in addition to the direct benefit for the holders of Florida Construction Contracts having a mechanism to minimize their rejection damages, pursuit of claims against the Recovery Fund will further reduce the pool of Deposit Holders in the Debtors' Chapter 11 cases.

The Depositors Committee thus asks the Court to validate the claims of Deposit Holders arising from rejected or terminated Florida Construction Contracts for the purchase of real property from the Debtors, solely for the purpose of filing claims with the Recovery Fund.

To the extent necessary, the Depositors Committee also asks the Court to lift the automatic stay to allow the Deposit Holders to file claims against the Recovery Fund.

The Depositors Committee understands that any order validating claims must be without prejudice to valid and timely objections to those claims within the Debtors' bankruptcy proceedings relating to the validity and priority of the claims and their distribution.

Pursuant to Section 489.143(3) of the Florida Statutes, to the extent of any payment by the Recovery Fund to any Deposit Holder, the Recovery Fund would be subrogated to the Depositor's right to receive a distribution from the Debtors' estates so as to reimburse the Recovery Fund and protect against double recovery.

A list of the Florida Construction Contract holders and their claims, totaling $9,993,234, is available for free at:

Based in Fort Lauderdale, Florida, Levitt and Sons LLC --http://www.levittandsons.com/-- is the homebuilding subsidiary of Levitt Corporation (NYSE:LEV). Levitt Corp. --http://www.levittcorporation.com/-- together with its subsidiaries, operates as a homebuilding and real estatedevelopment company in the southeastern United States. Thecompany operates in two divisions, homebuilding and land. Thehomebuilding division primarily develops single and multi-familyhomes for adults and families in Florida, Georgia, Tennessee, andSouth Carolina. The land division engages in the development ofmaster-planned communities in Florida and South Carolina.

LODGENET INTERACTIVE: Inks New Rights Agreement with Computershare------------------------------------------------------------------On Feb. 28, 2008, LodgeNet Interactive Corporation fka. LodgeNet Entertainment Corp., entered into a Rights Agreement with Computershare Investor Services LLC, which is a new plan that replaces that certain Amended and Restated Rights Agreement, dated Feb. 28, 2007, between the company and Computershare. The Feb. 28 Agreement amended and restated certain Rights Agreement dated as of March 5, 1997, between the company and Computershare, as successor-in-interest to Harris Trust and Savings Bank.

On Feb. 28, 2008, the Board of Directors of the company declared a dividend distribution of one right for each outstanding share of common stock, par value $.01 per share, of the company to stockholders of record at the close of business on Feb. 28, 2008.

The stockholders of the company will be asked to vote at the company's upcoming Annual Meeting to approve the New Rights Plan. The New Rights Plan will expire and all rights will be terminated if the New Rights Plan is not ratified by the stockholders by Feb. 28, 2009.

A full-text copy of the Rights Agreement, by and between LodgeNet Interactive Corporation and Computershare Investor Services LLC, dated Feb. 28, 2008, is available for free at:

Based in Sioux Falls, South Dakota, LodgeNet Interactive Corporation (NASDAQ: LNET) -- http://www.lodgenet.com/-- is a provider of media and connectivity solutions designed to meet the unique needs of hospitality, healthcare and other guest-based businesses. LodgeNet Interactive serves more than 1.9 million hotel rooms representing 9,300 hotel properties worldwide in addition to healthcare facilities throughout the United States. The company's services include: Interactive Television Solutions, Broadband Internet Solutions, Content Solutions, Professional Solutions and Advertising Media Solutions. LodgeNet Interactive Corporation owns and operates businesses under the industry leading brands: LodgeNet, LodgeNetRX, and The Hotel Networks.

LOUISIANA WORSHIP: To Sell Grand Palace Hotel on April 17---------------------------------------------------------Louisiana Worship Hospitality LLC dba New Orleans Grand Palace Hotel said that it is selling its assets again, after a buyer failed to close the sale last year, Bloomberg News reports.

Specifically, the Debtor will sell its 17-Story Grand PalaceHotel at an auction to occur on April 17, 2008, according to an auctioneer familiar with the sale.

Auctioneer said no minimum bid is required during the auction, and all bid must be filed before April 14, 2008.

Bloomberg relates that the Debtor previously sold the asset for $7.5 million in October 2007.

About Louisiana Worship

Headquartered in New Orleans, Louisiana, Louisiana Worship Hospitality LLC dba New Orleans Grand Palace Hotel -- http://www.neworleansgrandpalacehotel.com/-- operates a hotel. The company filed for Chapter 11 protection on January 18, 2008 (Bankr. E.D. La. Case No.07-10102). Douglas S. Draper, Esq., andGreta M. Brouphy, Esq., at Heller, Draper, Hayden, Patrick & Horn, represent the Debtor in their restructuring efforts. An Official Committee of Unsecured Creditors has been appointed in this case. Omer F. Kuebel, III, Esq., at Locke Liddell & Sapp, representsthe Committee. When the Debtor filed for protection against its creditors, it listed assets and debt between $1 million and$100 million.

MATRIA HEALTHCARE: Buyer in Talks to Restructure Acquisition Offer------------------------------------------------------------------Matria Healthcare Inc. buyer Inverness Medical Innovations Inc. is in talks with lenders about restructuring its offer to buy Matria, the Financial Times reports citing sources familiar with the matter. Both parties might mutually cancel the deal if they won't agree on amicable offer terms, instigating a rival bidder to step in.

As reported in the Troubled Company Reporter on Jan. 30, 2008, Inverness entered into a definitive agreement with Matria, wherein Inverness will acquire all outstanding shares of common stock of Matria, for consideration of (i) $6.50 per share and (ii) convertible preferred stock having a stated value of $32.50 per share or $39.00 in cash. The total transaction consideration is expected to be approximately $1.2 billion, consisting of approximately $900.0 million to acquire the Matria shares of common stock and assumption of approximately $300.0 million of Matrias indebtedness outstanding.

FT relates that Inverness shareholders have been expressing unfavorable responses on the Matria deal, as indicated in the company's declining share price, according to unnamed sources. Matria shareholders also showed resentment towards the deal as revealed in Matria shares trading around the same level as they were prior to the transaction.

As reported in the Troubled Company Reporter on Jan. 30, 2008, Moody's Investors Service placed the long-term debt ratings ofInverness Medical Innovations, Inc. and Matria Healthcare, Inc. onreview for possible downgrade. These ratings are placed under review for possible downgrade: B1 Corporate Family Rating; B2 Probability of Default Rating; B1 (LGD3/33%) rating on a $50 million Senior Secured Revolver; and B1 (LGD3/33%) rating on a $330 million Senior Secured Term Loan.

The ratings broadly reflect the company's high financial risk (including high leverage and only moderate coverage of interest and fixed charges), operating performance that continues to lag peers, and expectations of heightened competition in future periods. These risks are mitigated by the company's good liquidity profile (with modest intermediate-term debt maturities and still large availability under committed lines of credit, offset by limited positive free cash flow), prospects for further growth and operating improvements, and moderate loan-to-value.

Over the last several years, Mediacom's credit profile has been somewhat weak for the B1 (Corporate Family Rating, or CFR) category, but has held (and with a stable rating outlook) nonetheless as operations have continued to improve, albeit more modestly than expected. The main driver supporting maintenance of the B1 CFR at present continues to be the strength of the company's liquidity position (and correspondingly low near-term default risk), and to a lesser extent the ongoing perceived asset coverage (as at least partially supported by high market values ascribed to domestic cable TV operations) underlying the company's rated debt obligations.

While the former strength continues to be well supported, the latter has somewhat diminished in recent periods as the financial markets have broadly become much more cautious about impending escalation of the competitive operating environment given stepped-up initiatives by RBOCs and DBS service providers alike, and the company has comparatively underperformed its industry peer group.

Moody's asserts the appropriateness of recent market concerns for the cable TV industry overall, and with Mediacom in particular, although perhaps not to the same degree.

"The growing competitive threat is arguably the single biggest risk for the sector, suggesting a greater need to maintain more financial flexibility in future periods than was perhaps needed in the past" stated Moody's Senior Vice President, Russell Solomon. "Even though the RBOCs are not expected to encroach on Mediacom's markets on an imminent basis (and many markets may never see RBOC competition), DBS operators are expected to remain problematic for the company, and will likely step-up their already aggressive marketing campaigns as they too begin to lose share in larger markets to RBOC competition, which largely still remains in its infancy stage," he added.

Hence, marketing costs and requisite capital investments are likely to remain high, and in fact grow -- increasingly for defensive reasons -- and, like other cable TV operators, Mediacom's credit profile is expected to be further constrained by ongoing margin compression for the video product offering.

Offsetting these risks are opportunities to further increase penetration of higher margin ancillary product offerings and yield more profitable and loyal bundled service customers. Additionally, Mediacom should be able to realize interest expense savings stemming from rate reductions on its floating rate debt, which already enjoys comparatively low rates for the company's speculative-grade credit profile. As a result, the company should benefit from the likely ensuing transition to positive (albeit modest) free cash flow (before requisite debt amortization) over the next year.

The company may also be able to further reduce its debt service cost and even deleverage somewhat by undertaking a debt repurchase program given current distressed trading levels for its bonds, again relative to much more cost effective interest rates under its revolving credit facilities which maintain reasonably large portions of undrawn commitments and full availability.

Headquartered in Middletown, New York, Mediacom Communications Corporation is a domestic multiple system cable operator serving approximately 1.3 million basic video subscribers in mostly rural and ex-urban markets.

MEDICURE INC: To Dismiss 50 Employees, Consultants Next Month-------------------------------------------------------------Medicure Inc. disclosed a restructuring plan that will eliminate approximately 50 employees and full-time consultants over the next month. The company anticipates that further reductions may occur over the next several months.

These changes follow the company's statement that it does not plan on submitting an application for MC-1 marketing approval to the U.S. Food and Drug Administration for the CABG indication at this time. This decision was based on an analysis of the data from its pivotal phase 3 MEND-CABG II clinical trial that showed that it did not meet the primary endpoint.

The trial was designed to evaluate the effect of Medicure's lead product MC-1, versus placebo, on the incidence of cardiovascular death or nonfatal myocardial infarction up to and including 30 days after coronary artery bypass graft surgery.

As a result of the restructuring, the company now expects the cash position will be sufficient to fund operations into the first quarter of fiscal 2009. The company is exploring alternatives for strengthening its financial position and will provide additional guidance as appropriate.

The company's near term focus will be on its commercial asset AGGRASTAT(R) and the development of MC-1 for chronic cardiovascular and metabolic disease.

"We would like to thank our employees for their dedication and hard work," Albert Friesen, PhD, Medicure's president and CEO, commented. "We have made a very difficult decision to downsize the organization in order to minimize our burn rate, extend our working capital and focus on AGGRASTAT and other possible applications of MC-1."

The company also disclosed the retirement of Jan-Ake Westin as Medicure's vice president, clinical development.

"We would also like to thank Jan-Ake for his leadership and efforts in managing the company's clinical program," Dr. Friesen stated.

About Medicure Inc.

Headquartered in Winnipeg, Medicure Inc (TSE:MPH) -- http://www.medicure.com/-- is a biopharmaceutical company focused on the research, development and commercialization of novel compounds to treat cardiovascular disorders.

Cardiovascular medicine represents the largest pharmaceutical sector, with annual global sales of over $70 billion. Medicure aims to make a global impact on cardiovascular disease and stroke by reducing deaths, improving the quality of life and serving the unmet needs of people who suffer from cardiovascular disease and stroke.

The lowered ratings reflect the deterioration of available credit support for this transaction. Based on the current collateral performance of this transaction, S&P projects future credit enhancement will be significantly lower than the original credit support for the previous ratings. As of the Feb. 25, 2008, distribution date, the failure of excess interest to cover monthly losses reduced overcollateralization (O/C) for loan group 1 and loan group 2 to $3.167 million (70% below its target) and $1.047 million (81% below its target), respectively. Cumulative losses for the loan groups were 7.35% and 8.11%, respectively, of their original balances. Total delinquencies for loan group 1 were 46.73% of its current loan group balance, and severe delinquencies (90-plus days, foreclosures, and REOs) were 17.49% of its current loan group balance. Total delinquencies for loan group 2 were 87.46% of its current loan group balance, and severe delinquencies (90-plus days, foreclosures, and REOs) were 33.14% of its current loan group balance.

The affirmations reflect current and projected credit support percentages that are sufficient to maintain the current ratings. As of the February 2008 distribution report, credit support for these classes ranged from 36.26% to 78.43% of the current pool balance. In comparison, the ratio of current credit enhancement to original enhancements ranged from 1.00x to 3.06x.

Credit enhancement for this transaction is derived from a combination of subordination, excess interest, and O/C. The collateral supporting this transaction consists of subprime adjustable- and fixed-rate, fully amortizing, first- and second-lien residential mortgage loans.

MH 7 PROPERTIES: Section 341(a) Meeting Scheduled for March 18 --------------------------------------------------------------The U.S. Trustee for Region 7 will convene a meeting of M.H. 7 Properties, LLC's creditors on March 18, 2008 at 11:15a.m., at Room 301, 222 East Van Buren, Harlingen in Texas.

This is the first meeting of creditors required under Section341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend. ThisMeeting of Creditors offers the one opportunity in a bankruptcyproceeding for creditors to question a responsible office of theDebtor under oath about the company's financial affairs andoperations that would be of interest to the general body ofcreditors.

Based in Brownsville, Texas, M.H. 7 Properties, LLC owns and manages real estate. The company filed for Chapter 11 protection on Feb. 1, 2008 (Bankr. S.D. Tex. Case No. 08-10057). Eduardo V. Rodriguez, Esq. at Malaise Law Firm represented the Debtor in its restructuring efforts. When the Debtor filed for protection from its creditors, it listed total assets of $10,500,000 and total debts of $8,784,271.

MORGAN STANLEY: S&P's Junks Rating on Class B-3 Certificates------------------------------------------------------------Standard & Poor's Ratings Services lowered its ratings on seven classes of mortgage and home equity pass-through certificates from Morgan Stanley ABS Capital I Inc. Trust 2003-NC10 and Home Equity Asset Trust 2003-5. In addition, S&P affirmed its ratings on the remaining six classes of certificates from these transactions. Both transactions were issued during the second half of 2003.

The negative rating actions reflect the performance of the individual pools as of the February 2008 remittance period. Current or projected credit support levels are not sufficient to support the previous ratings on the downgraded classes. While Home Equity Asset Trust 2003-5 and Morgan Stanley ABS Capital I Inc. Trust 2003-NC10 are 54 months and 52 months seasoned, respectively, both pools continue to incur sizable losses that are outpacing the monthly excess interest. The 12-month average losses for these pools are approximately $367,000 and $593,000, respectively, and the remaining pool factors are 9.17% and 9.19%. Overcollateralization (O/C) has eroded for Home Equity Asset Trust 2003-5 and is 46% below target for Morgan Stanley ABS Capital I Inc. Trust 2003-NC10. As of the February 2008 remittance period, serious delinquencies (90-plus days, foreclosures, and REOs) were $8.24 million and $18.10 million for each deal, respectively, while cumulative losses were $14.67 million and $18.40 million.

The affirmations of the ratings on the remaining six classes from these deals reflect sufficient credit support for the current ratings as of the February 2008 remittance period.

A combination of subordination, excess spread, and O/C provides credit support to both transactions. The underlying collateral for the deals consists of subprime mortgage loans.

The Credit Agreement provides for up to $2.075 billion of senior secured loans, including (i) a five-year, $2.000 billion senior secured term loan facility, and (ii) a five-year, $75.0 million senior secured revolving credit facility, with a letter of credit subfacility and swingline loan subfacility, which revolving credit facility was undrawn on the Closing Date.

In addition, Nasdaq may request that prospective additional lenders under the Credit Agreement agree to make available incremental term loans and incremental revolving commitments from time to time after the Closing Date in an aggregate amount not to exceed $200.0 million.

In addition to providing financing for the acquisitions of OMX AB, Philadelphia Stock Exchange Inc. and certain assets of Nord Pool ASA (PHLX), Nasdaq is using the debt financing under the Credit Facilities to (i) pay fees and expenses incurred in connection with such acquisitions, (ii) repay certain indebtedness of OMX, PHLX and their respective subsidiaries and (iii) provide ongoing working capital and provide for other general corporate purposes of Nasdaq and its subsidiaries.

Borrowings under the Credit Facilities (other than swingline loans) bear interest at (i) the base rate, plus an applicable margin, or (ii) the LIBO rate, plus an applicable margin. The interest rate on swingline loans made under the Credit Facilities is the base rate, plus an applicable margin.

Nasdaq's obligations under the Credit Facilities (i) are guaranteed by each of the existing and future direct and indirect material wholly-owned domestic subsidiaries of Nasdaq, subject to certain exceptions, and (ii) are secured, subject to certain exceptions, by all the capital stock of each of Nasdaq's present and future subsidiaries (limited, in the case of foreign subsidiaries, to 65.0% of the voting stock of such subsidiaries) and all of the present and future property and assets (real and personal) of Nasdaq and the guarantors.

The Credit Facilities contain customary negative covenants applicable to Nasdaq and its subsidiaries, including the following:

-- limitations on the payment of dividends and redemptions of Nasdaq's capital stock;

In addition, the Credit Facilities contain financial covenants, specifically, maintenance of a minimum interest expense coverage ratio and a maximum total leverage ratio, each defined in the Credit Facilities.

The Credit Facilities also contain customary affirmative covenants, including access to financial statements, notice of defaults and certain other material events, and maintenance of business and insurance, and events of default, including cross-defaults to the company's material indebtedness.

The NASDAQ OMX Group, Inc. -- http://wwwnasdaqomx.com/-- is a large exchange company, which delivers trading, exchangetechnology and public company services across six continents, andwith over 3,900 companies, it is number one in worldwide listingsamong major markets. NASDAQ OMX offers multiple capital raisingsolutions to companies around the globe, including its U.S.listings market; the OMX Nordic Exchange, including First North;and the 144A PORTAL Market. The company offers trading acrossmultiple asset classes including equities, derivatives, debt,commodities, structured products and ETFs. NASDAQ OMX technologysupports the operations of over 60 exchanges, clearingorganizations and central securities depositories in more than 50countries. OMX Nordic Exchange is not a legal entity butdescribes the common offering from NASDAQ OMX exchanges inHelsinki, Copenhagen, Stockholm, Iceland, Tallinn, Riga, andVilnius.

* * *

As reported in the Troubled Company Reporter on Feb. 28, 2008,Moody's Investors Service upgraded The NASDAQ OMX Group Inc.'scorporate family rating to Ba1 from Ba3 and assigned a positiveoutlook. This action concludes Moody's rating review of NASDAQOMX, following a Feb. 27 announcement of a completion of its merger with OMX AB.

Moody's also assigned a rating of Ba1 to the company's new five year senior secured term loan of $2 billion, as well as a $75 million revolving credit facility. A Ba2 rating was assigned to$425 million of five and a half year, 2.5% convertible notes. These financings will be used to finance the OMX merger as well asthe planned acquisition of the Philadelphia Stock Exchange.

NASDAQ OMX: Completes Offering of $425 Mil. of Convertible Notes----------------------------------------------------------------On Feb. 26, 2008, The NASDAQ OMX Group Inc. completed the offering of $425.0 million aggregate principal amount of its 2.50% Convertible Senior Notes due 2013. On Feb. 29, 2008, the initial purchasers notified Nasdaq of their intention to exercise in full their over-allotment option to purchase up to an additional $50.0 million aggregate principal amount of Notes.

The Initial Notes were sold to the initial purchasers in a private placement, in reliance on the exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended (the "Securities Act") and were resold by the initial purchasers to "qualified institutional buyers" pursuant to the exemption from registration provided by Rule 144A under the Securities Act. In connection with the offering of the Notes, Nasdaq entered into an indenture and a registration rights agreement.

Indenture

The Notes bear interest at a rate of 2.50% per year. Interest on the Notes is payable semi-annually in arrears on February 15 and August 15 of each year, beginning August 15, 2008. The Notes will mature on August 15, 2013, subject to earlier repurchase or conversion.

Holders may convert their Notes at their option at any time prior to the close of business on the business day immediately preceding the maturity date for such Notes under the following circumstances:

(1) during any fiscal quarter after the fiscal quarter ending June 30, 2008, if the last reported sale price of Nasdaq's common stock for at least 20 trading days in the period of 30 consecutive trading days ending on the last trading day of the immediately preceding fiscal quarter is equal to or more than 130% of the conversion price of the Notes on the last day of such preceding fiscal quarter;

(2) during the five business-day period after any five consecutive trading-day period, or the measurement period, in which the trading price per $1,000 principal amount of the Notes for each day of that measurement period was less than 98% of the product of the last reported sale price of Nasdaq's common stock and the conversion rate of the Notes on each such day; or

(3) upon the occurrence of certain corporate transactions.

In addition, holders may also convert their Notes at their option at any time beginning on May 15, 2013, and ending at the close of business on the business day immediately preceding the maturity date for the Notes, without regard to the foregoing circumstances. Upon conversion, Nasdaq will pay or deliver, as the case may be, cash, shares of Nasdaq common stock or a combination thereof at Nasdaq's election. The initial conversion rate for the Notes will be 18.1386 shares of Nasdaq common stock per $1,000 principal amount of Notes, equivalent to an initial conversion price of approximately $55.13 per share of common stock. Such conversion rate will be subject to adjustment in certain events but will not be adjusted for accrued interest, including any additional interest.

Following certain corporate transactions, Nasdaq will increase the applicable conversion rate for a holder who elects to convert its Notes in connection with such corporate transactions by a number of additional shares of common stock.

Nasdaq may not redeem the Notes prior to their stated maturity date. If Nasdaq undergoes a fundamental change, holders may require it to purchase all or a portion of their Notes for cash at a price equal to 100% of the principal amount of the Notes to be purchased plus any accrued and unpaid interest, including any additional interest, to, but excluding, the fundamental change purchase date.

The Indenture contains customary events of default.

The Notes and the underlying Nasdaq common stock issuable upon conversion of the Notes have not been registered under the Securities Act or the securities laws of any jurisdiction and are subject to certain restrictions on transfer.

A full-text copy of the Indenture, dated as of Feb. 26, 2008, between The Nasdaq Stock Market Inc. and the Bank of New York is available for free at http://researcharchives.com/t/s?28c5

A full-text copy of the Registration Rights Agreement with the initial purchasers for the benefit of holders of the Notes is available for free at http://researcharchives.com/t/s?28c7

About Nasdaq OMX

The NASDAQ OMX Group, Inc. -- http://wwwnasdaqomx.com/-- is a large exchange company, which delivers trading, exchangetechnology and public company services across six continents, andwith over 3,900 companies, it is number one in worldwide listingsamong major markets. NASDAQ OMX offers multiple capital raisingsolutions to companies around the globe, including its U.S.listings market; the OMX Nordic Exchange, including First North;and the 144A PORTAL Market. The company offers trading acrossmultiple asset classes including equities, derivatives, debt,commodities, structured products and ETFs. NASDAQ OMX technologysupports the operations of over 60 exchanges, clearingorganizations and central securities depositories in more than 50countries. OMX Nordic Exchange is not a legal entity butdescribes the common offering from NASDAQ OMX exchanges inHelsinki, Copenhagen, Stockholm, Iceland, Tallinn, Riga, andVilnius.

* * *

As reported in the Troubled Company Reporter on Feb. 28, 2008,Moody's Investors Service upgraded The NASDAQ OMX Group Inc.'scorporate family rating to Ba1 from Ba3 and assigned a positiveoutlook. This action concludes Moody's rating review of NASDAQOMX, following a Feb. 27 announcement of a completion of its merger with OMX AB.

Moody's also assigned a rating of Ba1 to a new five year seniorsecured term loan of $2 billion, as well as a $75 millionrevolving credit facility. A Ba2 rating was assigned to$425 million of five and a half year, 2.5% convertible notes. These financings will be used to finance the OMX merger as well asthe planned acquisition of the Philadelphia Stock Exchange.

NEUMANN HOMES: Clublands Sale Bidding Procedure Approved--------------------------------------------------------The Hon. Eugene R. Wedoff of the United States Bankruptcy Court for the Northern District of Illinois approved Neumann Homes Inc. and its debtor-affiliates' proposed bidding procedures for the sale of their assets related to the Clublands Development in Antioch, Illinois.

Judge Wedoff also approved the proposed form and manner of notice of the asset sale, and cure notice of assumed contracts.

Qualified Bidders for the Clublands Assets have until May 2, 2008, to submit written copies of their bids to Hilco Real Estate LLC, the Debtors and the Debtors' counsel.

If more than one bid is received, the Debtors are permitted to conduct an auction at 10:00 a.m. prevailing Central Time, on May 7, 2008.

The Debtors are authorized to pay a "break-up" or termination fee of up to 3% of the purchase price as bid protection to a bidder, provided that the Debtors will not grant the fee until they have obtained the consent of the Official Committee of Unsecured Creditors.

The Debtors' obligation to pay the termination fee will survive termination of the asset purchase agreement, will constitute an administrative expense until paid, and will be paid in accordance with the terms of the asset purchase agreement without further Court approval, Judge Wedoff ruled.

A hearing to consider the proposed asset sale and confirm the results of the auction, if any, is scheduled on May 14, 2008 at 10:00 a.m., prevailing Central Time. Objections to proposed sale, excluding the assumption and assignment of executory contracts and unexpired leases and the Successful Bid, must be filed so as to be received no later than May 9 by the counsel to the Debtors, the Creditors Committee, the U.S. Trustee and Cole Taylor Bank.

The Debtors are directed to file and serve a copy of the Successful Bid immediately after the conclusion of the Auction, or immediately after May 2, 2008, if no auction will be held. Parties have until May 12 to file an objection to any Successful Bid.

The Debtors state that they have retained Hilco Real Estate, LLC, to assist them in valuing their real estates holdings and thus, are now in a position to market the Clublands Assets.

The Clublands Assets generally consist of real and personal properties, development and annexation agreements, and lease contracts, a list of which is available at no charge at:

Headquartered in Warrenville, Illinois, Neumann Homes Inc. --http://www.neumannhomes.com/-- develops and builds residential real estate throughout the Midwest and West US. The company isactive in the Chicago area, southeastern Wisconsin, Colorado, andMichigan. The company have built more than 11,000 homes in some150 residential communities. The company offer formal businesstraining to employees through classes, seminars, and computer-based training.

The company filed for Chapter 11 protection on Nov. 1, 2007(Bankr. N.D. Ill. Case No. 07-20412). George Panagakis, Esq., atSkadded, Arps, Slate, Meagher & Flom L.L.P., was selected by theDebtors to represent them in these cases. The Official Committeeof Unsecured Creditors has selected Paul, Hastings, Janofsky &Walker LLP, as its counsel in these bankruptcy proceeding. Whenthe Debtors filed for protection against its creditors, theylisted assets and debts of more than $100 million.

NEW YORK RACING: Obtains Court Approval to Sell Ancillary Property------------------------------------------------------------------The United States Bankruptcy Court for the Southern District of New York authorized New York Racing Association Inc. to sell any and all of its ancillary non-operating real property, according to Bill Rochelle of Bloomberg News.

As reported in the Troubled Company Reporter on Feb. 22, 2008, the Debtor said that it has 80 parcels of non-operational property, of which 70 parcels are vacant, valued between $15 million to $20 million.

"The ancillary property does not provide any synergistic valueto the racetracks or benefit NYRA's operations," the Debtor saidin court filing. "The property is carried at significant costswith no corresponding enhancement to NYRA's chapter 11 estate."

The Debtor said that it spends $250,000 in real estate taxes and$200,000 in additional cost per year.

The Debtor argued that the sale process will ensure the highestreturn to the estate at the lowest cost and will providesufficient funds to maintain its operations.

In addition to the sale process, the Debtor will provide notice ofthe auction and the proposed purchase agreement -- including theterms of any proposed break-up fee -- before it enters into anydeal.

New Franchise

As reported in the Troubled Company Reporter on Feb 15, 2008,the Debtor obtained a long-term extension of its franchise after operating under a short-term deal. It will continue to operate horse racing at the Aqueduct, Belmont and Saratoga race tracks in New York for another 25 years.

The Debtor will receive $105 million from the state to exit frombankruptcy; provided, however, NRYA must drop any ownership claimon the race track properties.

About New York Racing

Based in Jamaica, New York, The New York Racing AssociationInc. aka NYRA -- http://www.nyra.com/-- operates racing tracks in Aqueduct, Belmont Park and Saratoga. The company filed forchapter 11 protection on Nov. 2, 2006 (Bankr. S.D.N.Y. Case No.06-12618). Brian S. Rosen, Esq., at Weil, Gotshal & Manges LLP,Henry C. Collins, Esq., at Cooper, Erving & Savage LLP, andIrena M. Goldstein, Esq., at Dewey Ballantine LLP represent theDebtor in its restructuring efforts. Jeffrey S. Stein of TheGarden City Group Inc. serves as the Debtor's claims and noticingagent. The U.S. Trustee for Region 2 appointed an OfficialCommittee of Unsecured Creditors and Edward M. Fox, Esq., Eric T.Moser, Esq., and Jeffrey N. Rich, Esq., at Kirkpatrick & LockhartPreston Gates Ellis LLP, represent the Committee. When the Debtorsought protection from its creditors, it listed more than$100 million in total assets and total debts.

As reported in the Troubled Company Reporter on Feb. 21, 2008the Court further extended the Debtor's exclusive periods to file a Chapter 11 plan and solicit acceptances of that plan until March 7, 2008.

The lowered ratings reflect the deterioration of available credit support for this transaction in combination with projected credit support percentages--based on the amount of loans in the delinquency pipeline--that are insufficient to maintain the ratings at their previous levels. Based on the current collateral performance of these transactions, S&P projects future credit enhancement will be significantly lower than the original credit support for the former ratings. The failure of excess interest to cover monthly losses has resulted in the complete erosion of overcollateralization (O/C) for this transaction. This O/C deficiency caused a principal write-down of class B-3, which prompted us to downgrade this class to 'D'. As of the Feb. 25, 2008, remittance date, cumulative losses for this transaction were 1.44% of the original pool balance. Total delinquencies and severe delinquencies (90-plus days, foreclosures, and REOs) were 40.88% and 27.38% of the current pool balance, respectively.

The affirmation reflects the position of the current rating relative to the current and projected credit support percentages for this class. As of the Feb. 25, 2008, remittance date, credit support for this class was 4.69% of the current pool balance. In comparison, current credit enhancement was 1.10x the original enhancement.

A combination of subordination, excess interest, and O/C (prior to its complete erosion) provide credit enhancement for this transaction. The collateral supporting this series consists of a pool of subprime fixed- and adjustable-rate mortgage loans secured by first liens on one- to four-family residential properties.

PACIFIC LUMBER: Court Approves Panel's Disclosure Statement-----------------------------------------------------------The United States Bankruptcy Court for the Southern District of Texas, Corpus Christi Division approved the Joint Disclosure Statement filed by the Official Committee of Unsecured Creditors, on behalf of the Debtors; The Bank of New York Trust Company, N.A., as Indenture Trustee for the Timber Notes; and Marathon Structured Finance Fund L.P, the Debtors' DIP Lender and Agent under the DIP Credit Facility, explaining the Plans of Reorganization filed by each of the Plan Proponents.

To note, the Creditors Committee delivered to the Court on February 27, 2008, a redlined copy of the Joint Disclosure Statement, a redlined copy of the Committee solicitation letter, and other plan exhibits.

2. A Liquidation Analysis, which estimates that about $69,000,000 will be available for distribution to PALCO creditors and about $426,000,000 will be available for distribution for Scopac creditors if the Debtors' cases were converted into a case under Chapter 7.

A full-text copy of the Liquidation Analysis is available for free at:

The Court will convene a hearing to consider confirmation of one of the Plans on April 8, 2008, at 9:00 a.m. Central Time. Confirmation objections to any of the Plans must be filed with the Court by March 25, at 4:00 p.m. Central Time.

Judge Schmidt also approved the proposed procedures for the solicitation and tabulation of votes to accept or reject the Plans of Reorganization filed on January 30, 2008.

The Court set March 25, 2008, as the deadline for the receipt of Ballots accepting or rejecting the Plans. In order for a Ballot to be counted, it must be received by the Balloting Agent prior to the Ballot Deadline.

Judge Schmidt also allowed the Official Committee of Unsecured Creditors to include in the Solicitation Packages for distribution to voting creditors a copy of the Committee's solicitation letter in the form agreed to at a hearing held on February 28, 2008.

As previously set by the Court, the record date for voting purposes on the Plans for all securities and interests held in, and all claims asserted against, the Debtors is February 25, 2008.

The Court approved the Joint Voting Instructions and the form of the Ballots. Logan & Company, Inc., is appointed as the Debtors' single, neutral balloting agent for purposes of soliciting acceptances and rejections of the three Plans, notwithstanding the terms of any other agreement between Logan & Co. and the Debtors or any order entered with respect to the retention of Logan & Co. by the Debtors.

Judge Schmidt authorized and directed Logan & Co. to:

(a) establish procedures, in consultation with the Plan Proponents and the Creditors Committee, so as to ensure that (i) the requisite solicitation materials are included in every solicitation package to be delivered to the Debtors' creditors, and (ii) a correct and comprehensive list of all holders entitled to receive Ballots for themselves or their beneficial holders, and to vote on the Plans, is compiled and used in the Joint Solicitation;

(b) (i) mail the Ballots and the Solicitation Packages, (ii) receive, tabulate, and report on Ballots cast for or against each of the Plans by holders of claims against, or interests in, the Debtors, and (iii) respond to inquiries from creditors relating to the Plans, the Joint Disclosure Statement, the Ballots and other related matters, including the procedures and requirements for voting to accept or reject the Plans -- except that as to substantive questions concerning the terms of any Plan, the Balloting Agent will communicate with the relevant Plan Proponent, and direct the inquiries as appropriate; and

(c) maintain true, complete and accurate records of all Ballots received, including but not limited to the date and time of the receipt, and method of delivery.

The Court directed the Debtors to deliver to Logan & Co. by March 3, 2008, the Court-approved Joint Disclosure Statement, Creditors Committee Solicitation Letter and the Ballots. The Debtors and the Indenture Trustee will coordinate with each other to compile a list of beneficial and nominal holders of the Timber Notes, as of the Record Date, to be provided to the Balloting Agent.

All Solicitation Packages, including Ballots for creditors entitled to vote under the Plans, will be distributed by Logan & Co. no later than March 6, 2008.

The Court has also set March 19, 2008, as the deadline for filing motions for temporary allowance of claims for voting purposes under Rule 3018(a) of the Federal Rules of Bankruptcy Procedure.

Logan & Co. will file with the Court, by no later than March 28,2008 at 4:00 p.m. Central Time, a certificate tabulating the Ballots received as to each Plan.

Disclosure Statement Objections Overruled

"All objections to the Joint Disclosure Statement have been resolved or are overruled," the Court held.

To note, certain creditors have filed specific objections to the Disclosure Statement. The Indenture Trustee argued that the Debtors' Plan is flawed and opposed its inclusion in the Joint Disclosure Statement. In addition, Marathon noted that it will never vote for the Debtors' Plan, making any chance of winning confirmation impossible for the Debtors, according to the Associated Press.

"We know right now that [the Debtors'] plan is a dead letter," said John Fiero, an attorney for the Creditors Committee, AP stated.

According to AP, PALCO's attorneys asserted that the Debtors' Plan could be the basis for a future settlement between various creditors and the company.

Judge Schmidt backed that argument, saying that "[t]here are some benefits that might be obtained in the event that . . . somebody comes up with some sort of compromise among all these parties,and it might be the form of that compromise."

About Pacific Lumber

Based in Oakland, California, The Pacific Lumber Company --http://www.palco.com/-- and its subsidiaries operate in several principal areas of the forest products industry, including thegrowing and harvesting of redwood and Douglas-fir timber, themilling of logs into lumber and the manufacture of lumber into avariety of finished products.

When Pacific Lumber filed for protection from its creditors, itlisted estimated assets and debts of more than $100 million.Scotia Pacific listed total assets of $932,000,000 and total debtsof $765,978,335.

The Debtors filed their Joint Plan of Reorganization on Sept. 30,2007, which was amended on Dec. 20, 2007. Four other parties-in-interest have filed competing plans for the Debtors -- The Bank ofNew York Trust Company, N.A., as Indenture Trustee for the TimberNotes; the Official Committee of Unsecured Creditors; MarathonStructured Finance Fund L.P, the Debtors' DIP Lender and Agentunder the DIP Credit Facility; and the Heartlands Commission,which represents the tribal members of the Bear River Band ofRohnerville Rancheria and PALCO employees.

PACIFIC LUMBER: Court Approves $3 Settlement of Qui Tam Claims--------------------------------------------------------------Judge Richard Schmidt of the U.S. Bankruptcy Court for the Southern District of Texas approved a stipulation between The Pacific Lumber Company and Richard Wilson and Chris Maranto, resolving the Qui Tam Claims for $3.

The United States, represented by Jeannine R. Lesperance, Esq., at the United States Department of Justice, Civil Division, in Washington D.C., consented to the Stipulation, without prejudice to the U.S.'s rights of offset or recoupment or any other rights relating to the Headwaters Agreement.

The U.S. Government also consented to the withdrawal of Claim Nos. 614 to 616.

As reported in the Troubled Company Reporter on Feb. 14, 2008, on behalf of the state of California and the United States Government, Messrs. Wilson and Maranto asserted Claim Nos. 511 through 519 against the Debtors in July 2007, seeking approximately $1,000,000,000, in aggregate damages. The Relator Qui Tam Claims stem from the historic 1996 Headwaters Agreement among Pacific Lumber Company, MAXXAM Inc., PALCO's parent company, the United States, and California.

Mr. Wilson is a former director of the California Department of Forestry and Fire Protection, while Mr. Maranto is a CDF forester.

Under the Headwaters Agreement, PALCO, Salmon Creek LLC, andScotia Pacific Company LLC, sold their Headwaters Forest and ElkHead Springs Forest to California and the U.S. Government, forthe creation of a permanent wildlife preserve. The U.S.Government and California agreed to pay $380,000,000 for theHeadwaters Timberlands.

Nathaniel Peter Holzer, Esq., at Jordan, Hyden, Womble, Culbreth & Holzer, P.C., in Corpus, Christi, Texas, said theDebtors were willing to sell the Headwaters Timberlands to the State and Federal governments if they could attain an economically viable level of harvesting operations on the remainder of their timberlands. Thus, through the Headwaters Agreement, the Debtors obtained in 1999 the final approval of various plans and permits for timber harvesting, including a Sustained Yield Plan, from the government's regulatory agencies.

In December 2006, however, Messrs. Wilson and Maranto filed two complaints under seal in the United States District Court for the Northern District of California, asserting that (i) the SYP was fraudulent because it relied on improper modeling and computer simulations, and that (ii) the $380,000,000 purchase price exceeded the land's value. The first complaint was filed on behalf of the U.S. Government -- the Federal Qui Tam Action -- while the second complaint was filed on behalf of the state of California -- the State Qui Tam Action.

According to Mr. Holzer, the Qui Tam Claimants relied on certain provisions in the Federal False Claims Act and the California Government Code that permit private plaintiffs acting as "relators" to bring suit on behalf of the government for the alleged payment by the government of a "false claim."

Upon review, however, the U.S. Government and California declined to take over the prosecution of the Qui Tam Complaints. The Qui Tam Complaints were then unsealed and the Qui Tam Claimants were allowed to continue to prosecute the Complaints.

In addition to the Relator Qui Tam Claims, the United States filed Claim Nos. 614 through 616 in August 2007, to assert itsresidual rights under the Federal False Claims Act as to the Relator Qui Tam Claims.

The Qui Tam Claims are the largest claims asserted in the Debtors' bankruptcy cases, Mr. Holzer pointed out. Moreover, he noted, Messrs. Wilson and Maranto, California and the U.S. Government all contended that the Qui Tam Claims are non-dischargeable.

The Debtors disputed the Qui Tam Claimants' arguments, andcontended that the SYP does not meet the definition of a "claim"for payment.

The Debtors and the Qui Tam Claimants also filed several adversaryproceedings and other related matters pertaining to the Qui TamClaims, which are currently pending before the Bankruptcy Court:

* The adversary proceeding initiated in June 2007 by the Debtors against Messrs. Wilson and Maranto for a declaration that the automatic stay applies to the State Qui Tam Action and the Federal Qui Tam Action.

* The Debtors' objection to the Qui Tam Claims filed in September 2007.

* The Debtors' motion to estimate the Qui Tam Claims.

* The adversary proceeding initiated in September 2007 by the Debtors to determine the dischargeability of the Qui Tam Claims under Section 1141(d)(6) of the Bankruptcy Code.

* The Qui Tam Claimants' motion to change venue of the Estimation Motion and Claims Objection.

To resolve their disputes, the parties stipulate that:

(1) The Relator Qui Tam Claims will be allowed as an unsecured non-priority claim for $1 in each of the PALCO, Scopac and Salmon Creek bankruptcy cases, which will be the sole remedy against the Debtors on account of the Qui Tam Claims, the State Qui Tam Action or the Federal Qui Tam Action;

(2) The U.S. Qui Tam Claims will be withdrawn with prejudice;

(3) The Adversary Action to Extend Stay, the Claims Objection, the Estimation Motion, the Non-Dischargeability Action and the Venue Motion will be dismissed or withdrawn;

(4) The Debtors will remain in the State Qui Tam Actions and Federal Qui Tam Actions solely for the purpose of responding to discovery as if they were parties. However, they need not otherwise participate in the cases and will be dismissed from the State Qui Tam Action and Federal Qui Tam Action at their conclusion;

(5) The rights of third parties outside of the bankruptcy cases will neither be enhanced nor prejudiced as a result of the resolution set forth in the Stipulation. The resolution will not affect litigation brought by the Debtors pending in the California Superior Court or any other litigation against any person or entities who are not parties to the Stipulation; and

(6) The Debtors waive any claims they have against Claimants that have arisen postpetition and covenant not to sue California or the United States for their refusal or failure to cause the dismissal of the State Qui Tam Action, the Federal Qui Tam Action, the Qui Tam Claims and the U.S. Qui Tam Claims.

Mr. Holzer related that California and the United States have beenparties to the negotiations, and have expressly approved theresolution embodied in the Stipulation.

The obvious benefit of the Stipulation to the Debtors' estates isthe reduction of potentially non-dischargeable claims aggregating$1,000,000,000, to only $3, Mr. Holzer emphasized. In addition,the Stipulation also resolves extensive and expensive pendinglitigations.

About Pacific Lumber

Based in Oakland, California, The Pacific Lumber Company --http://www.palco.com/-- and its subsidiaries operate in several principal areas of the forest products industry, including thegrowing and harvesting of redwood and Douglas-fir timber, themilling of logs into lumber and the manufacture of lumber into avariety of finished products.

Scotia Pacific, Pacific Lumber's largest operating subsidiary, wasestablished in 1993, in conjunction with a securitizationtransaction pursuant to which the vast majority of PacificLumber's timberlands were transferred to Scotia Pacific, andScotia Pacific issued Timber Collateralized Notes secured bysubstantially all of Scotia Pacific's assets, including thetimberlands.

PDL BIOPHARMA: Abandons Sale; Plans to Lay Off 260 More Workers---------------------------------------------------------------PDL BioPharma Inc. said its board of directors has decided it will no longer actively pursue the sale of the company or of its biotechnology discovery and development assets. This action follows an extended strategic review and solicitation of interest in the company and its assets.

Bloomberg News relates that Third Point LLC, which used to hold 9.7% interest in PDL, pressured the company in October 2007 to start looking for a buyer. Third Point, Bloomberg reports, asserted that "PDL was mismanaged" and subsequently sold its stake in the company by Dec. 31, 2007.

Various reports have indicated that PDL was unable to find a suitable buyer for its assets.

Lazard Capital Markets analyst, Joel Sendek, commented that it's still possible that PDL will sell its royalty stream, however, the probability of a buyout is lower now," Bloomberg says. Mr. Sendek downgraded PDL shares to "hold" from "neutral."

Company Intends to Remain Independent

The company will remain independent and focus on the discovery and development of innovative new antibodies for cancer and immunologic diseases. In pursuing this path, PDL will:

-- distribute to stockholders at least $500 million of the initial proceeds from its previously announced commercial, cardiovascular and manufacturing asset sales transactions, pending the close of these transactions, in a form and at a time to be determined;

-- continue to actively evaluate several structures to distribute to its stockholders 50% or more of the value of its future antibody humanization royalties from currently marketed licensed products, net of any applicable corporate-level taxes; and

-- re-start a process led by the board to search for a new chief executive officer; Dr. L. Patrick Gage will continue to serve as interim chief executive officer during the search process.

Workforce Reduction Implemented; Operating Expenses Reduced

PDL's new operating plan includes a reduction of its workforce across all functions by approximately 260 positions, starting immediately and continuing over the next 12 months. This reduction is in addition to previously planned reductions of approximately 320 positions resulting from the recently announced sales of the company's manufacturing plant and commercial and cardiovascular products. Subsequent to the transition period, PDL expects that its workforce will consist of approximately 300 employees.

PDL anticipates a transition period of approximately 12 months before planned expense reductions and transition services related to the manufacturing, commercial and cardiovascular asset sale transactions are fully implemented or completed. At the end of this period, PDL expects its annualized operating expenses to be approximately $150 million, excluding depreciation, amortization, stock compensation expense and any restructuring charges. The company may further reduce these projected annualized operating expenses through potential additional expense reductions and partnering transactions. PDL's non-GAAP operating expenses for 2007, on the same basis with these projected annualized operating expenses, were $340.2 million. In connection with the company's restructuring and workforce reduction, PDL expects to incur significant transition-related expenses over the 12-month period, a portion of which would be recorded as restructuring charges. PDL will provide a further financial outlook in conjunction with its first quarter 2008 financial results.

Committed to Pursuit of Royalty-Related Distribution

The company is actively evaluating several alternative structures that would result in the distribution to its stockholders of 50 percent or more of the value of future antibody humanization royalties that would be received from currently marketed products. PDL is carefully evaluating numerous factors, including tax implications, structural considerations, and market conditions, in order to select the alternative that would maximize the value of the humanization royalties for its stockholders. The structures being evaluated include, among others, a sale of the right to receive future royalties, a securitization of future royalties or a distribution to stockholders of securities related to the royalty stream.

Focus on Antibody Discovery and Development

Moving forward, PDL will focus on advancing its current product portfolio and discovering and developing additional innovative antibodies for cancer and immunologic diseases.

"As a substantially more streamlined biotechnology organization, PDL will work to efficiently maximize the value of its core technical strengths and 21 years of antibody expertise, while successfully advancing its current portfolio and partnering, when appropriate, to maximize value, offset the costs and mitigate the risks of mid- to late-stage development," said L. Patrick Gage, Ph.D., interim chief executive officer of PDL. "In addition to PDL's technical competencies, our talented employees, who have continued to move our company forward during the strategic review, are a fundamental strength of our company, and I thank them for their ongoing dedication and hard work."

PDL's current pipeline consists of three novel antibody products in the clinic and its 2008 IND candidate: daclizumab for the treatment of multiple sclerosis (MS) and asthma, for which the company has presented positive data from placebo-controlled phase 2 clinical trials in each indication; volociximab (M200), currently in phase 1/2 studies targeted at various solid tumors; the HuLuc63 antibody under phase 1 investigation in multiple myeloma; and PDL192, another antibody with potential in solid tumors for which the company plans to file an IND in the second quarter of this year. PDL is co-developing daclizumab in MS, and M200 in all indications, with Biogen Idec. In addition to advancing these product candidates, PDL intends to move a new antibody into the clinic each year. The company also maintains its strong process development and preclinical support capabilities.

Management Comment

"During our thorough strategic review process, we entered into agreements for the sale of our manufacturing, commercial and cardiovascular assets for a total of over $525 million in cash, up to $85 million in potential future milestone payments, as well as potential future royalties," said Karen A. Dawes, chair of PDL's board of directors.

"Although we garnered interest regarding certain of our pipeline programs, we did not receive a firm offer for the company as a whole or for our biotech R&D assets. We believe that the completion of and planned distribution of proceeds from our strategic transactions, our expense reduction efforts, and our renewed focus on antibody discovery and development not only will maximize stockholder value, but also will enhance the opportunity for attractive partnering transactions in the future."

About PDL BioPharma Inc.

PDL BioPharma Inc. (NASDAQ: PDLI) -- http://www.pdl.com/-- is a biopharmaceutical company focused on discovering, developing and commercializing therapies for severe or life threatening illnesses. The company markets and sells products in the acute care hospital setting in the United States and Canada, and receives royalties through licensing agreements with a number of biotechnology and pharmaceutical companies based on its antibody humanization technology platform. The company's product development pipeline includes six investigational compounds in Phase II or Phase III clinical development for hepatorenal syndrome, inflammation and autoimmune diseases, cardiovascular disorders and cancer.

PDL BIOPHARMA: Posts $21.1M Loss for Full Year Ended Dec. 31------------------------------------------------------------PDL BioPharma Inc. reported net loss for the fourth quarter ended Dec. 31, 2007 of $15.6 million, compared with a net loss of $89.7 million, for the comparable 2006 period. Net loss, which includes the results of discontinued operations, for the full year 2007 was $21.1 million, compared with a net loss of $130.0 million, for the full year 2006. Discontinued operations in the fourth quarter of and full year 2006 included $72.1 million and $73.8 million, respectively, in impairment charges related to the company's Retavase product rights intangible assets.

Total revenues from continuing operations, which exclude net product sales, for the full year 2007 were $258.9 million compared to $249.1 million for the full year 2006. Total revenues for the fourth quarter of 2007 were $49.8 million compared to $59.8 million in the same period of 2006.

For all periods presented, the results of the company's commercial and cardiovascular operations reporting unit, which includes all activities related to the Cardene(R), Retavase(R), and IV Busulfex(R) marketed products and the ularitide development-stage product, have been presented as discontinued operations. In December 2007, the company entered into an asset purchase agreement with Otsuka Pharmaceutical Co., Ltd. under which PDL agreed to sell the rights to IV Busulfex.

Purchase Agreement with EKR Therapeutics

In February 2008, the company entered into an asset purchase agreement with EKR Therapeutics Inc. for the sale of PDL's Cardene and Retavase commercial products, as well as for ularitide, a development-stage product. The discontinued operations presentation consolidates the results of the commercial and cardiovascular operations, including net product sales, cost of product sales and selling expenses, the significant majority of the company's marketing expenses and certain research and development expenses and general and administrative expenses, into a single line item in the statement of operations.

Various reports related that PDL was unable to find a suitable buyer of its assets, hence, it recently abandoned its plan to sell itself in a buyout. The company has been trying to sell itself piece by piece, reports said. It disclosed that it intends to remain independent. Its board of directors decided to undergo a restructuring and reduce jobs in order to save on expenses. A story of the restructuring and the abandonment of the sale plan accompanies today's Troubled Company Reporter.

Summary of Financial Results

Royalty revenues for the full year 2007 were $221.1 million compared to $184.3 million in the prior year. Royalty revenues for the fourth quarter of 2007 were $37.5 million compared with $43.8 million in the comparable period in 2006. Higher net sales were reported by PDL's antibody product licensees in 2007 as compared to 2006. However, the effective average royalty rate earned by the company on sales reported by Genentech, Inc., one of PDL's licensees, in the fourth quarter and full year 2007 periods was lower than in the comparable 2006periods as a result of the tiered fee structure under the company's license agreement with Genentech. In addition, the percentage of ex-U.S. sold Herceptin(R) product manufactured outside the U.S. declined significantly in the 2007 periods as compared to the 2006 periods, resulting in a greater percentage of such sales being subject to the tiered fee structure and not the higher, fixed royalty rate that applies to products that are both sold and manufactured outside the U.S.

License, collaboration and other revenues were $37.8 million for the full year 2007 compared to $64.8 million for the full year 2006, and $12.2 million for the fourth quarter of 2007 compared to $16.0 million for the same period of 2006. These decreases were due primarily to the acceleration of $20.5 million in previously deferred revenue in 2006 related to the termination of the collaborations with Roche for daclizumab in asthma and transplant maintenance. In addition, revenue related to reimbursement for R&D services decreased in 2007 as compared to the 2006 comparable periods as a result of lower R&D expenses incurred under the company's collaboration agreement with Biogen Idec and the termination of the collaborations with Roche. In the fourth quarter of 2007, PDL earned and recognized a $5.0 million milestone payment from Biogen Idec related to the daclizumab CHOICE trial in multiple sclerosis.

Cash flow generated from operating activities for the full year 2007 was $67.0 million, compared with $78.8 million for the full year 2006. Cash, cash equivalents, marketable securities and restricted cash and investments totaled approximately $440.8 million at Dec. 31, 2007 compared to $426.3 million at Dec. 31, 2006.

Costs and Expenses Expected to Decrease Following Restructuring

Subsequent to the completion of the company's asset sale transactions and as a result of the restructuring announced separately today, PDL expects its future operating costs to be significantly lower than historical levels.

Total costs and expenses from continuing operations as presented in the financial statements accompanying this release for the 2007 and 2006 periods do not include

The results of the commercial and cardiovascular operations. Supplemental information for the discontinued operations is provided in the financial statements accompanying this press release. Included in discontinued operations are net product sales, cost of product sales, selling expenses, the significant majority of the company's marketing expenses, certain research and development expenses, primarily development costs related to the company's Cardene lifecycle management and ularitide programs, and certain general and administrative expenses.

Annual Report on Form 10-K

As stated in its recent Form 12b-25 filing, the company expects that it will file its Annual Report on Form 10-K for the fiscal year ended Dec. 31, 2007, on or before March 15, 2007, and expects to remain current in its filing obligations.

About PDL BioPharma Inc.

PDL BioPharma Inc. (NASDAQ: PDLI) -- http://www.pdl.com/-- is a biopharmaceutical company focused on discovering, developing and commercializing therapies for severe or life threatening illnesses. The company markets and sells products in the acute care hospital setting in the United States and Canada, and receives royalties through licensing agreements with a number of biotechnology and pharmaceutical companies based on its antibody humanization technology platform. The company's product development pipeline includes six investigational compounds in Phase II or Phase III clinical development for hepatorenal syndrome, inflammation and autoimmune diseases, cardiovascular disorders and cancer.

PERFORMANCE TRANS: Court Approves Protocol to Sell All Assets-------------------------------------------------------------The U.S. Bankruptcy Court for the Western District of New York authorized Performance Transportation Services, Inc., and its debtor-affiliates to proceed with an auction process for all or substantially all of their assets.

The auction is set for March 14, 2008, at 10:00 a.m., Central Time, at the offices of Jones Day, 77 West Wacker, Chicago, Illinois 60601. The auction may be canceled if the Debtors do not receive multiple bids for their assets.

The Debtors have named Diamond Capital Management, L.L.C., as a qualified bidder for their assets.

Parties interested in purchasing the Debtors' assets are required to deliver their bids by 2:00 p.m., Eastern Time, on March 11, 2008.

The Court has authorized the Debtors to select a "stalking-horse" bidder. The Debtors intend to pay, at their sole discretion, a topping fee of $1,250,000 plus reimbursement of reasonable fees and costs of up to $1,250,000 to the stalking-horse bidder.

The Court is scheduled to convene a hearing to approve the results of the auction or sale on March 18, 2008.

Objections to Bid Procedures

As previously reported, various parties objected to the Disposition Procedures, though for disparate reasons. The CIT Group/Business Credit, Inc., and HypoVereinsbank say approval of the proposed bid protections is premature, noting that the Debtors have not yet selected a stalking-horse bidder. On the other hand, the Automobile Transport Chauffeurs Demonstrators and Helpers Union, Teamsters Local 604, and George Warner want the sale postponed if Allied Holdings Inc., now known as Allied Systems Holdings, Inc., is named as one of the qualified bidders. Contract counterparty Toyota Motor Credit Corporation asks PTS to identify (i) contracts to be included in the sale and (ii) the proposed buyer/s, so that affected contract counterparties could obtain assurance of the buyer's future performance.

Toyota Motor Sales, U.S.A., Inc., also a party to executory contracts with the Debtors, says the disposition protocol should require the Debtors to provide information as to (i) the contracts included in the sale, and (ii) cure payments and adequate assurance of future performance by the buyer. Toyota USA also notes that it is also the owner of various assets utilized by the Debtors in their operations.

Debtors Address Objections

The Debtors say that they will notify key parties and CIT and HVB when they select a stalking-horse bidder for their assets. CIT and HVB will be given five days to object to any proposal by the Debtors to award the $1,250,000 topping fee.

The Debtors tell the Court that they will address the issues on the assumption and assignment of executory contracts raised by Toyota in their request for approval of the sale to the successful bidder in the next several days.

The Debtors say the issues raised Local 604 and Mr. Warner are neither ripe nor are in the proper venue.

Committee Objects to Postponement of Sale Hearing

The Official Committee of Unsecured Creditors tells the Court that the Local 604 has no standing to raise objections to the Disposition Procedures, and has no right to be heard in the Debtors' bankruptcy cases.

Paul A. Friedman, Esq., at Blank Rome LLP, in New York, notes that Local 604 is not a creditor of any of the Debtors; nor can it assert an equitable claim against the estates. He adds that none of Local 604's members are even employed by the Debtors.

Mr. Friedman points out Local 604's sole interest in the Debtors' bankruptcy cases is contingent upon Allied first making a qualified bid and then, further, becoming the successful bidder. He asserts mere concern over the outcome of the sale is not equivalent to having an actual stake in the sale itself.

The Committee asks the Court to deny Local 604's request for adjournment of the March 18 sale hearing. The proposed timeline outlined in the Disposition Procedures was a result of intense negotiations between the Debtors, the Committee, Black Diamond, and the Second Lienholders, Mr. Friedman points out. He avers that prolonging the sale hearing any further will compromise the sale process and, ultimately, the distribution of assets to the unsecured creditors.

Local 604 to Seek Injunction if Allied Joins Auction

Local 604 and Mr. Warner clarify that they do not not seek to prevent any sale of the Debtors' business or assets to Allied. Rather, according to them, they simply seek to enforce and protect their rights under Allied's confirmed Chapter 11 Plan in the U.S. Bankruptcy Court for the Northern District of Georgia.

Mark Potashnick, Esq., at Weinhaus & Potashnick, in St. Louis, Missouri, relates Local 604 seeks to have a preliminary injunction by the Georgia Court if Allied is the successful bidder for PTS' assets. Mr. Potshnick, however, notes that:

-- There are only two business days between completion of the auction process and the sale hearing; and

-- There is no mechanism to provide objections with either notice of the identity of any bidder or of the terms of the bids.

Local 604 insists it should be given timely notice and opportunity to file an objection to a sale of PTS' assets to Allied. Mr. Potashnick says the notice conforms with the spirit of full and fair disclosure that permeates the Bankruptcy Code and should be part of any disposition of any debtor's assets.

Local 604 also warns that failure to permit adequate disclosure and provide opportunity to seek the preliminary injunction in the Georgia Court will create risk of inconsistent adjudications by different courts -- the WDNY Court would be in the unenviable position of having to determine whether to authorize a sale that might not be able to close as a result of the Georgia Court's ruling on the preliminary injunction.

Local 604 asserts it has standing as "aggrieved persons", as its members are directly and adversely affected pecuniarily by the actions of the WDNY Court if it authorizes an acquisition involving or conditioned upon wage concessions not agreed to by the Debtors' employees.

Court Establishes Bid Procedures

The Court's written order approving the Disposition Procedures did not provide whether the Debtors are required to provide notice of the auction results to Local 604. The Court is scheduled to hold a sale hearing on March 18, but may be moved or cancel, pursuant to the terms of the Disposition Procedures.

While the Court authorized PTS to select a stalking-horse bidder, it has allowed these parties to file objections to the payment of a topping fee in the event the Debtors propose to do so:

(i) Black Diamond Commercial,

(ii) D.E. Shaw Laminar,

(iii) Monarch Alternative Capital,

(iv) Wells Fargo, N.A.,

(v) Creditors Committee, and

(vi) CIT and HVB.

About Performance Transportation

Performance Transportation Services Inc. is the second largesttransporter of new automobiles, sport-utility vehicles and lighttrucks in North America, and operates under three keytransportation business lines including: E. and L. Transport,Hadley Auto Transport and Leaseway Motorcar Transport.

The company and 13 of its affiliates previously filed for Chapter11 protection on Jan. 25, 2006 (Bankr. W.D.N.Y. Lead Case No. 06-00107). The Court confirmed the Debtors' plan on Dec. 21, 2006,and that plan became effective on Jan. 29, 2007. Garry M. Graber,Esq. of Hodgson, Russ LLP and Tobias S. Keller, Esq. of Jones Dayrepresented the Debtors in their restructuring efforts. When theDebtor filed for protection from their creditors it reported morethan $100,000,000 in total assets. It also disclosed owing morethan $100,000,000 to at most 10,000 creditors, including $708,679to Broadspire and $282,949 to General Motors of Canada Limited.

PERFORMANCE TRANS: Bonus Program for Non-Exec Workers Approved--------------------------------------------------------------Pursuant to Sections 105(a), 363(b) and 503 of the Bankruptcy Code, the U.S. Bankruptcy Court for the Western District of New York approved a modified retention program proposed by Performance Transportation Services, Inc., and its affiliates, solely as it relates to the Debtors' non-executive employees. Any amounts due and owing to employees covered by the Modified Retention Program will be paid as and when due.

As previously reported in the Troubled Company Reporter on Feb. 26, 2008, the Teamsters National Automobile Transporters Industry Negotiating Committee asked the Bankruptcy Court to:

-- deny approval of an employee incentive program proposed by Performance Transportation Services, Inc., and its debtor- affiliates; or,

-- in the alternative, establish a discovery and trial schedule for the ultimate issues raised by the TNATINC.

The Incentive Program would create a pool of $559,529 to bedistributed to 63 key employees with an aggregate salary of$5,100,000 or an average salary of $80,952. The money would bedisbursed entirely at the Debtors' discretion. To be eligible,an insider must remain employed and in good standing with theDebtors until the sale of the Debtors' assets or the effectivedate of a Chapter 11 plan. Key employees will then be eligiblefor a bonus upon their departure.

The TNATINC said there is no performance metric to guide thedisbursements. The only parameter is that individual bonuses arecapped at the equivalent of 16 weeks of the individual's salary,the TNATINC added.

The TNATINC and the International Brotherhood of Teamsters said they have interest to protect against the Incentive Program.

Incentive Program Revised

In response to the objection, the Debtors substantially revised the portion of the Incentive Program into a retention program that covers non-executive employees. The Debtors have agreed to remove from and defer the incentive portion applicable to the Debtors' officers:

-- Jeffrey L. Cornish, president and chief executive officer; and

-- John Stalker, vice president and chief financial officer.

The Debtors argued that the proposed incentive program for employees is necessary for the retention and continued performance of employees at a time where the survival of their positions is very much in question.

Garry M. Graber, Esq., at Hodgson Russ LLP, in Buffalo, New York, asserted that the Teamsters National Automobile Transporters Industry Negotiating Committee's objection is premised on an erroneous assumption that the insiders, as the term is defined in the Bankruptcy Code, would be entitled to receive bonuses under the program. Mr. Graber clarified that none of the employees included among the program is an insider.

The Debtors said they won't divulge to the public the schedules of the specific employees included in the incentive program and the anticipated payments. The Debtors, however, have disclosed the information to certain parties-in-interest subject to confidentiality restrictions.

The Debtors informed the Court that major parties-in-interest either support or do not object to the amended incentive program. The Debtors' board and officers consulted their advisors, their postpetition financier and prepetition lenders, the Committee of Unsecured Creditors and the United States Trustee, in connection with the Retention Program.

Under the Retention Program, each of the covered employees will be eligible to receive a retention payment of not more than eight weeks salary, plus additional performance bonus to any employee who has made a significant contribution during the Debtors' Chapter 11 Cases. The aggregate amount of all Additional Discretionary Merit Bonuses will be subject to a $50,000 cap.

The Debtors have removed all discretion to reallocate bonuses forfeited by the covered employees who quit before certain critical dates. Bonuses to the covered employees remain subject to an aggregate cap of $559,529, as initially proposed. Under the Retention Program, however, in the event that an employee no longer is eligible to receive his or her bonus, the aggregate cap will be reduced by the maximum amount of bonus payable to the employee.

The Debtors reserved all rights to seek approval of aspects of the Incentive Program that will permit the Debtors' insiders to receive incentive payments under certain circumstances.

U.S. Trustee Asserts BAPCPA

At the hearing on the Debtors' request, the United States Trustee appeared before the Court and asked Judge Michael Kaplan to:

-- determine, base on evidence, whether any of the non- executive employees is an insider; and

-- in the event that the Court determines that any of the non- executive employees is an insider, reserve the right of the United States Trustee to object to the modified incentive program as not being in compliance with the requirements of the Bankruptcy Code.

Diana Adams, United States Trustee for Region 2, said the Bankruptcy Abuse Prevention and Consumer Protection Act called into question the continued viability of the business judgment rule with respect to employee retention and bonus plans.

Ms. Adams asserted the Bankruptcy Code defines the term "insider," as to a debtor corporation to include officers, directors and persons in control of the debtor. She said the definition of insider is not exhaustive and includes any person who "exercises sufficient authority over the debtor so as to unqualifiably dictate corporate policy and the disposition of corporate assets. An officer of a debtor is an insider whether or not he or she actually controls the debtor.

The U.S. Trustee said the Bankruptcy Court prohibits payments inducing insiders to remain with the debtor unless the court finds, "based on the evidence in the record" that the payment is necessary because the individual has a job offer from another business at the same or greater rate of compensation and the services of that individual are "essential to the survival of the debtor's business. Ms. Adams contended the Debtors must meet specific evidentiary standards before the Court can approve a retention plan.

There is currently no evidence before the Court to determine whether any of the Non-Executive Employees is an insider, Ms. Adams argued.

Prior to the Court hearing, the Debtors indicated that they will present evidence at the hearing through the testimony of John Stalker, vice president and chief executive officer of the Debtors, to enable the Court to determine whether any of the Non-Executive Employees is an insider, and subsequently, whether the BAPCPA applies to the Modified Incentive Program.

About Performance Transportation

Performance Transportation Services Inc. is the second largesttransporter of new automobiles, sport-utility vehicles and lighttrucks in North America, and operates under three keytransportation business lines including: E. and L. Transport,Hadley Auto Transport and Leaseway Motorcar Transport.

The company and 13 of its affiliates previously filed for Chapter11 protection on Jan. 25, 2006 (Bankr. W.D.N.Y. Lead Case No. 06-00107). The Court confirmed the Debtors' plan on Dec. 21, 2006,and that plan became effective on Jan. 29, 2007. Garry M. Graber,Esq. of Hodgson, Russ LLP and Tobias S. Keller, Esq. of Jones Dayrepresented the Debtors in their restructuring efforts. When theDebtor filed for protection from their creditors it reported morethan $100,000,000 in total assets. It also disclosed owing morethan $100,000,000 to at most 10,000 creditors, including $708,679to Broadspire and $282,949 to General Motors of Canada Limited.

Village Pantry, an affiliate of Sun Capital Partners, Inc., operates 179 convenience stores throughout Indiana, Michigan, and Ohio, providing fuel services at 130 locations. Each store offers a broad selection of grocery, delicatessen, and bakery items as well as other value-added services. In October 2007, Village Pantry acquired Imperial Company, Inc., the operator of 33 Next Door Store convenience stores in Michigan and northern Indiana.

Mick Parker, President and CEO, Village Pantry, Inc., said,"We are delighted to add this important Ohio market to our growing Midwest footprint. We expect to take advantage of the economies of scale offered by this transaction and be better positioned to enhance the value proposition for our loyal customers as we continue to introduce new merchandising concepts."

About Sun Capital Partners, Inc.

Sun Capital Partners, Inc. -- http://www.SunCapPart.com-- is a leading private investment firm focused on leveraged buyouts, equity, and other investments in market-leading companies that can benefit from its in-house operating professionals and experience. Sun Capital affiliates have invested in and managed more than 185 companies worldwide with combined sales in excess of $35.0 billion since Sun Capital's inception in 1995. Sun Capital has offices in Boca Raton, Los Angeles, and New York, as well as affiliates with offices in London, Tokyo, and Shenzhen.

A.F.M. 805, Inc. and eight affiliates, are subsidiaries of Waco Acquisition and filed for Chapter 11 on November 12 (Bankr. S.D. Ohio Lead Case No. 07-15511).

Ohio Valley A.F.M., Inc., a subsidiary of OV Acquisition, which in turn is a subsidiary of Waco Acquisition, also filed for bankruptcy of November 12 (Bankr. S.D. Ohio under Case No. 07-15511).

The case summaries of the bankruptcy petitions of Petro's subsidiaries was published in the Troubled Company Reporter on Nov. 20, 2007.

Petro Ventures, another of Petro Acuiqisition's subsidiary, and 13 affiliates filed for Chapter 11 on Jan. 18, 2008. Petro Ventures is motor fuels wholesaler. The principal businesses of Debtors Mayank Jigar, AFM 29130, Inc., AFM 29134, Inc., AFM 29135, Inc., AFM 801, Inc. and CFM #29063, Inc. are the operation of convenience stores and the retail sale of gasoline. The other entities which filed concurrently with Petro ventures are either engaged in the operation of convenience stores and the retail sale of gasoline; distributors of groceries and related products to the Petro Companies; or were entities established for related business purposes.

PFP HOLDINGS: Asks Court to OK Use of Lenders' Cash Collateral--------------------------------------------------------------P.F.P. Holdings Inc. and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the District of Arizona to use the cash collateral of its lenders -- Franklin Syndicate, Bank of America N.A. and AmTrust Bank -- to operate their business on a daily basis.

As of Dec. 31, 2007, the Debtors owed Franklin Syndicate roughly $83.9 million. The book value of the real-property assets on which the Franklin Syndicate asserts a lien was approximately$111 million.

The Debtors also owed AmTrust roughly $6.1 million and the book value of the real-property assets on which AmTrust asserts a lien was approximately $6.1 million.

The Debtors also owed BofA roughly $7.3 million, and the book value of the real-property assets on which BofA asserts a lien was approximately $14.2 million.

The Debtors want to use cash collateral to cover the first three weeks of the Chapter 11 proceedings. The Debtors are in the process of negotiating an interim cash collateral budget and stipulation with each of the homebuilding lenders.

The Debtors also ask that Chicago Title Insurance Company, their escrow agent on home sales, be authorized and directed to turn over all escrowed, net sale proceeds from closed home transactions in their possession.

The Debtors assure Franklin Syndicate, AmTrust, and BofA, that their interests in collateral are adequately protected through the continuation of the Debtors' businesses.

PFP Holdings Inc., is a homebuilder based in Phoenix, Arizona. The company does business under names including Trend Homes andRegency. Papers filed in Court indicate that the Debtor generated$309 million in revenue during 2007 while delivering almost 1,100homes.

PFP and its debtor-affiliates filed for separate Chapter 11 bankruptcy protection on Jan. 31, 2008, (Bankr. D. Ariz. Case No. 08-00899). Robert J. Miller, Esq., at Bryan Cave, L.L.P., represents the Debtor. Upon its bankruptcy filing, it listed $50 million to $100 million in estimated assets and debts.

PGT INC: Reduces Workforce by 17% as Restructuring Measure----------------------------------------------------------PGT Inc. disclosed a restructuring of the company as a result of continued analysis of the company's target markets, internal structure, projected run-rate, and efficiency.

"We've done everything in our power to maintain our current workforce, but for the long-term health of the company, we had to make the difficult decision to downsize our workforce," Rod Hershberger, president and chief executive officer of PGT Industries, said. "This restructuring, and the many difficult decisions that accompany it, is essential to position the company to weather what many are referring to as a perfect storm in the housing industry."

"By streamlining our processes and decreasing expenses, we are confident that PGT will be able to serve our employees, customers and stakeholders," Mr. Hershberger continued.

Effective March 4, 2008, the company's workforce was decreased by approximately 17%. The effects of this restructuring, dovetailed with the impact of previously taken actions and employee attrition, will result in an aggregate decrease of the company's workforce, at its facilities located in Florida and North Carolina, of approximately 27% since October, 2007 and 40% since its peak in September, 2006. In addition to the savings attributed to this reduction in workforce, the company is taking non-workforce related steps to cut costs and improve efficiencies. In the aggregate, the company expects to realize annualized savings in excess of $8 million.

About PGT Inc.

Headquartered in North Venice, Florida, PGT Inc. (NASDAQ:PGTI) -- http://www.pgtindustries.com/-- formerly known as JLL Window Holdings, Inc., is a manufacturer and supplier of residential impact-resistant windows and doors. The company offers a range of customizable aluminum and vinyl windows and doors, and porch-enclosure products. The company manufactures these products in a variety of styles, including single hung, horizontal roller, casement and sliding glass doors, and it also manufactures sliding panels used for enclosing porches. All of PGTI's products carry the PGT brand, and its consumer-oriented products carry an additional, trademarked product name, including WinGuard and Eze-Breeze. The company's impact-resistant products, which are marketed under the WinGuard brand name, combine heavy-duty aluminum or vinyl frames with laminated glass that provide protection from hurricane-force winds and wind-borne debris. On Feb. 20, 2006, PGTI sold its NatureScape product line.

The 15 store locations is located in Atlanta Georgia and another location is in Charlotte, North Carolina, according to the report.

Mike Kunce, chief executive officer of Armstrong Garden promised to honor Pike gift certificates after the sale's closing and advised holders to call first before redeeming their certificates, Journal-Constitution says.

At present, there is $800,000 worth of gift certificates, the report notes. Mr. Kunce said he wants the sale to be finalized as soon as possible so the diminishing inventory at Pike can be replaced, the report adds.

Amended Master Lease Agreement

According to a document fiiled with the Court, Pike Nursery Holding lLC, assignor; Pike Nurseries Acquisition LLC, lessee; Armstrong Garden; and the Debtor's lessor, Spirit Master Funding LLC; entered into an amended master lease agreement dated Feb. 28, 2008. Under the amended master lease agreement, the effective date is deemed to be on Feb. 28, 2008, and the agreement will have an initial term to expire at midnight on March 31, 2021.

Also, the Court order the Debtor to pay at the closing of the sale (a) compensation for its workers; (b) accrued and unpaid fees and expenses owed to A&M Securities LLC; (c) $60,000 carve-outs for legal fees in the debtor-in-possession financing arrangement with PNC Bank, National Association; to Committee counsel; and $60,000 to the Debtor's counsel; (d) $2,000,000 to PDIP LLC; and (e) past due U.S. Trustee quarterly fees.

The Court ordered that the remaining proceeds of the sale will be held in escrow by the Debtor's counsel, for future distribution.

Asset Purchase Agreement

At an auction held on Feb. 26, 2008, Armstrong Garden Centers Inc. appeared and confirmed a bid pursuant to a proposed asset purchase agreement, subject for finalization.

The Offcial Committee of Unsecured Creditors, PNC Bank, PDIP LLC, and the Debtor agreed that the offer of Armstrong Garden was the highest and best offer for the Debtor's assets.

Several parties objected to the sale but weren't able to present evidence of objection. However, consenting parties and the Debtor were able to present testimonies of Armstrong Garden's president, Mike Kunce and the Debtor's financial advisor, Jim Decker, managing director at A&M.

Under the asset purchase agreement, during any period between the closing date of the agreement and the date the Debtor rejects its executory real property lease for its home office at 4020 Steve Reynolds Boulevard in Norcross, Georgia, Armstrong Garden will be permitted to occupy 50% of the space for 90 days and will pay 60% of the cost.

Bidding Procedures Approved

As reported in the Troubled Company Reporter on Feb. 14, 2008, the Court approved the bidding procedures for the sale of the Debtor's assets free and clear of liens and claims, subject to higher and better offers.

Papers filed with the Court did not disclose any "stalking horse"bidder at that time.

The sale procedure provides a "break-up fee" of up to 3% of thepurchase price.

About Pike Nursery

Based in Norcross, Georgia, Pike Nursery Holdings LLC operatesplant nurseries in 22 locations at Georgia, North Carolina, andAlabama. Due to drought and further water supply restrictions,the Debtor filed for Chapter 11 protection on Nov. 14, 2007(Bankr. N.D. Ga. Case No. 07-79129). J. Robert Williamson, Esq.,at Scroggins and Williamson, represents the Debtor in itsrestructuring efforts. The Debtor chose BMC Group as its claims,noticing, and balloting agent. Jeffrey N. Pomerantz, Esq. andJeffrey W. Dulberg, Esq., at Pachulski Stang Ziehl & Jones LLP,represent the Official Committee of Unsecured Creditors. Asreported in the Troubled Company Reporter on Jan. 30, 2008, theDebtor's summary of schedules show assets of $32,825,851 and debtsof $31,562,277.

PIKE NURSERY: Wholesale Inventory and Locations Sold to 3 Buyers----------------------------------------------------------------The Honorable Mary Grace Diehl of the U.S. Bankruptcy Court forthe Northern District of Georgia gave Pike Nursery Holding LLC authority to sell its wholesale inventory and locations on a piecemeal basis to three different buyers for a total amount of $2.7 million.

The Court also approved the sale of two Pike locations to Armstrong Garden Centers Inc. for $5.2 million, making the total proceeds from the Pike sale reach $7.9 million, Rachel Tobin Ramos writes for The Atlanta Journal-Constitution.

A story on the sale to Armstrong Garden is in today's issue of the Troubled Company Reporter.

Gary Pike intends to use one Pike location for his interior business, Premier Investments and Consulting Inc.; Geo. Schofield Co., which bought stone and hardscape inventory, intends to open a branch at one Pike location; and Skinner Nuerseries Inc., which bought inventory, intends to assume two of Pike's leased locations, Journal-Constitution relates.

About Pike Nursery

Based in Norcross, Georgia, Pike Nursery Holdings LLC operatesplant nurseries in 22 locations at Georgia, North Carolina, andAlabama. Due to drought and further water supply restrictions,the Debtor filed for Chapter 11 protection on Nov. 14, 2007(Bankr. N.D. Ga. Case No. 07-79129). J. Robert Williamson, Esq.,at Scroggins and Williamson, represents the Debtor in itsrestructuring efforts. The Debtor chose BMC Group as its claims,noticing, and balloting agent. Jeffrey N. Pomerantz, Esq. andJeffrey W. Dulberg, Esq., at Pachulski Stang Ziehl & Jones LLP,represent the Official Committee of Unsecured Creditors. Asreported in the Troubled Company Reporter on Jan. 30, 2008, theDebtor's summary of schedules show assets of $32,825,851 and debtsof $31,562,277.

For the fourth quarter of 2007, on a Generally Accepted Accounting Principles basis, the company reported a net loss of $19.2 million compared to a net loss of $5 million. The change inresults reflects increased pre-opening and development expenses related to the company's development activities, the hiring, training and marketing costs for the Lumiere Place Casino, and additional depreciation costs associated with that new property and a full quarter's ownership of The Admiral Riverboat Casino. Partially offsetting these costs is an increase in capitalized interest.

For the full year, on a GAAP basis, the net loss for the year ended Dec. 31, 2007, was $1.4 million compared to net income of $76.9 million for the same period in the previous year. The 2006 results included the performance at Boomtown New Orleans, net proceeds of approximately $44.7 million related to the terminated merger agreement with Aztar Corporation and pre-tax gains of$27.2 million from the sale of the California card club operations.

While the company had a slight net loss in 2007, the company has substantial operating cash flow due to its depreciation charges, reflecting the fact that much of its assets were built by the company in recent years.

On a GAAP basis, cash flow from operations was $145 million and $207 million for the years ended Dec. 31, 2007, and 2006. Cash flow from operations before pre-opening and development expenses(1) was $205 million and $234 million for the yearsended Dec. 31, 2007 and 2006.

"Our company made significant progress in 2007," Daniel R. Lee,chairman and chief executive officer of Pinnacle Entertainment, said. "Our existing operations performed solidly overall in 2007, including a record year at L'Auberge and a near-record year at Belterra. Our New Orleans property stabilized at strong levels of profitability and we completed and opened Lumiere Place.

"Strategically, we remain focused on reinvesting our shareholders' cash flow into new casino resorts with compelling and innovative designs, tying them together into a national network," Mr. Lee continued. "We continue to cultivate each of the projects in our growth pipeline while carefully monitoring the credit markets."

"These development projects often take years of work, including acquiring the land and obtaining the necessary gaminglicenses," Mr. Lee added. "In the early years, the cash outlays are relatively minor compared to the later stages of construction. The current disruption in the credit markets is quite severe and the availability of capital is constrained and, where available, its cost is quite high in comparison to the recent past. If interest rates for corporate borrowers such as us do not improve, it may be in our shareholders' best interests to delay suchprojects in our development pipeline until credit markets improve and the expected returns of such projects again exceed the anticipated long-term cost of capital."

Liquidity

The company had approximately $191 million in cash and cash equivalents at Dec. 31, 2007. Of the company's $625 million revolving credit facility, approximately $161 million is utilized, including $50 million borrowed in late 2007, $90 million borrowed in early 2008, and $21.2 million of letters of credit issued.

Funding of Lumiere Place and the L'Auberge du Lac hotel expansion is substantially completed. Utilization of the credit facility is currently restricted to $350 million by the company's indenture governing its 8.75% senior subordinated notes, which become callable in 2008.

PLAINS EXPLORATION: Sells Oil Interests in Permian and Piceance---------------------------------------------------------------Plains Exploration & Production Company sold on Feb. 29, 2008, its50% working interests in oil and gas properties located in the Permian Basin, West Texas and New Mexico to a subsidiary of Occidental Petroleum Corporation; and 50% working interests in oil and gas properties located in the Piceance Basin in Colorado to Occidental Petroleum.

After closing adjustments, Plains Exploration received approximately $1.53 billion in cash. The Permian and Piceance assets were sold pursuant to a Purchase and Sale Agreement dated as of Dec. 14, 2007, and effective as of Jan. 1, 2008, between subsidiaries of the company and Occidental Petroleum.

About Plains Exploration & Production

Headquartered in Houston, Plains Exploration & Production Co.(NYSE: PXP) -- http://www.plainsxp.com/ -- is an independent oil and gas company primarily engaged in the upstream activities ofacquiring, developing, exploiting, exploring and producing oil andgas in its core areas of operation: onshore and offshoreCalifornia, Colorado and the Gulf Coast region of the UnitedStates.

* * *

As reported in the Troubled Company Reporter on Nov. 8, 2007,Standard & Poor's Ratings Services affirmed its 'BB' corporaterating on Plains Exploration & Production Co., and removed it fromCreditWatch.

The initial objectors demanded the return of supplies worth more than $30 million.

The Suppliers asserted that the proposed Reclamation Procedures will effectively deny their right of reclamation stating that after a 120-day stay has expired, the Suppliers' goods will have almost certainly been entirely consumed by the Debtors.

The Suppliers believe that they have satisfied the requirementsof Section 546(c), which gives them an absolute right to reclaimthe goods they sold to the Debtors which was received 45 daysbefore the bankruptcy filing.

These 22 suppliers filed notices of demand for reclamation from Feb. 5, 2008, to March 2, 2008, to recover goods supplied to the Debtors with 45 days before the bankruptcy filing:

Based in Montreal, Quebec, Quebecor World Inc. (TSX: IQW) (NYSE:IQW), -- http://www.quebecorworldinc.com/-- provides market solutions, including marketing and advertising activities, well asprint solutions to retailers, branded goods companies, catalogersand to publishers of magazines, books and other printed media. Ithas 127 printing and related facilities located in North America,Europe, Latin America and Asia. In the United States, it has 82facilities in 30 states, and is engaged in the printing of books,magazines, directories, retail inserts, catalogs and direct mail. In Canada it has 17 facilities in five provinces, through which itoffers a mix of printed products and related value-added servicesto the Canadian market and internationally.

The company is an independent commercial printer in Europe with19 facilities, operating in Austria, Belgium, Finland, France,Spain, Sweden, Switzerland and the United Kingdom. In March 2007,it sold its facility in Lille, France. Quebecor World (USA) Inc.is its wholly owned subsidiary.

Quebecor World and 53 of its subsidiaries, including those inCanada, filed a petition under the Companies' CreditorsArrangement Act before the Superior Court of Quebec, CommercialDivision, in Montreal, Canada, on Jan. 20, 2008. The HonorableJustice Robert Mongeon oversees the CCAA case. Francois-DavidPare, Esq., at Ogilvy Renault, LLP, represents the Company in theCCAA case. Ernst & Young Inc. was appointed as Monitor.

Based in Corby, Northamptonshire, Quebecor World PLC --http://www.quebecorworldplc.com/-- is the U.K. subsidiary of Quebecor World Inc. that specializes in web offset magazines,catalogues and specialty print products for marketing andadvertising campaigns. The company employs around 290 people.Quebecor PLC was placed into administration with Ian Best andDavid Duggins of Ernst & Young LLP appointed as jointadministrators effective Jan. 28, 2008.

The company has until May 20, 2008, to file a plan ofreorganization in the Chapter 11 case. The Debtors' CCAA stay hasbeen extended to May 12, 2008. (Quebecor World Bankruptcy News, Issue No. 7; Bankruptcy Creditors' Service, Inc.,http://bankrupt.com/newsstand/or 215/945-7000)

* * *

As reported in the Troubled Company Reporter on Feb. 13, 2008,Moody's Investors Service assigned a Ba2 rating to the$400 million super priority senior secured revolving term loanfacility of Quebecor World Inc. as a Debtor-in-Possession. Therelated $600 million super priority senior secured term loan wasrated Ba3 (together, the DIP facilities). The RTL's better assetvalue coverage relative to the TL accounts for the ratings'differential.

QUEBECOR WORLD: Reaches Settlement with Utility Providers---------------------------------------------------------The U.S. Bankruptcy Court for the Southern District of New York approved five stipulations entered into by Quebecor World Inc. and its debtor-affiliates and certain utility providers to resolve objections to the Utility Motion.

The parties agreed that upon delivery of the adequate assurance by the Debtors pursuant to the Letter Agreement, the Utilities will be deemed to be adequately assured of payment for future utility services within the meaning of Section 366 of the Bankruptcy Code. The amount of adequate assurance was not disclosed.

BP Canada Energy Marketing Corp., BP Energy Company, IGI Resources, Inc., Hess Corporation formerly known as Amerada Hess Corporation and the Debtors have engaged in negotiations to resolve their Objections and seek an adjournment of a hearing on the Objection to continue those efforts.

The parties agreed that the hearing on the Objections is adjourned to March 20, 2008.

Pending the hearing and resolution or adjudication of the Objections, BP and Hess will be excluded from the definition of Utility Provider and none of the parties will be included on the Utility Service List, and the Debtors, Hess and BP reserve their rights.

Hess waives any and all objections to (a) the Proposed Adequate Assurance for Utility Providers proposed in the Motion, provided, however, Hess's Objection is preserved to the extent that it seeks adequate assurance in the manner and form that existed pre-petition, viz. posting of a $1,500,000 letter of credit by the Debtors with Hess as beneficiary and (b) the Adequate Assurance Procedures and the procedures for opting out of Adequate Assurance Procedures.

The Debtors also entered into a letter agreement with Integrys Energy Services of Canada Corp. and Integrys Energy Services, Inc. The parties agreed that the Debtors agree not to assert in their chapter 11 cases that Integrys is a "utility" within the meaning and subject to the application of Section 366 of the Bankruptcy Code. The Debtors further agree that Integrys is not subject to the Utility Motion, or any related orders. Integrys withdraws with prejudice, and will not seek Bankruptcy Court consideration of, its Objection. The parties also agree that Integrys US is authorized to apply the prepetition deposit in its possession to the net, outstanding prepetition balances owed to Integrys US.

The Debtors ask the Court to enter an order (i) determining that utility providers have been provided with adequate assurance of payment within the meaning of Section 366 of the Bankruptcy Code; (ii) approving proposed procedures for granting adequate assurance payments to certain utility providers; and (iii) prohibiting utility providers from altering, refusing or discontinuing services on account of prepetition amounts owed.

Michael J. Canning, Esq., at Arnold & Porter LLP, in New York, proposed counsel for the Debtors, tells the Court that the Debtors operate 78 printing facilities in 29 states. As an indispensable part of those operations, the Debtors obtain electric, gas, water, sewer, telephone and other similar utility services provided by 200 utility companies.

The Debtors pay utility providers, on average, about $10,000,000 per month for services rendered. The Debtors, pursuant to an Energy Sourcing and Management agreement, transfer $3,000,000 every week to Summit Energy Systems, Inc., which then transmits payment to majority of the Debtors' utility providers.

Mr. Canning avers that uninterrupted utility services are essential to the Debtors' ongoing operations and, therefore, to the success of the Debtors' reorganization.

BP Canada Refused to Supply U.S. Plants

As reported in the Troubled Company Reporter on Feb. 7, 2008, Craig W. Wolfe, Esq., at Kelley Drye & Warren, LLP, in New York asserted that the Debtors' request for supply should be denied asit relates to BP Canada, BPEC and IGI. He argues that BP Canada,BPEC and IGI are not "utilities," and are thus not subject toSection 366 of the Bankruptcy Code.

Mr. Wolfe asserts that BP Canada, BPEC and IGI do not have amonopoly over the sale of natural gas to the Debtors. There arenumerous other providers of natural gas that are available to theDebtors, including the local distribution company, he points out.

For purposes of the Interim Order, BP Canada, BPEC, IGI, BPEnergy Marketing Corp., and National Fuel Resources Inc., willbe excluded from the definition of Utility Provider.

More Objections

(1) Consolidated Edison Company, et al.

Consolidated Edison Company of New York, Inc., Duke Energy Ohio, Inc., Duke Energy Carolinas, LLC, New York State Electric and Gas Corporation, The Commonwealth Edison Company, PECO Energy Company, Piedmont Natural Gas Company, and Virginia Electric and Power Company doing business as Dominion Virginia Power asked the Court to deny the Debtors' request and award them postpetition adequate assurance of payment pursuant to Section 366 of the Bankruptcy Code.

Jil Mazer-Marino, Esq., at Rosen Slome Marder LLP, in Uniondale, New York, related that Dominion Virginia Power maintained a letter of credit on the Debtors' prepetition accounts totaling $331,938. New York State Electric and Gas maintained security deposits on the Debtors' prepetition accounts totaling $85,000.

Clearwater Enterprises, L.L.C., asked the Court to determine that the Interim Order does not apply to Clearwater and that the rights set forth in Section 556 of the Bankruptcy Code are applicable to Clearwater.

According to Osman Dennis, Esq., at Peter Axelrod & Associates, P.C., in New York, the Debtors sought to compel Clearwater to continue to provide natural gas to the Debtors' Stillwater Oklahoma Facility under a certain Base Contract by deeming Clearwater as a utility.

The first method is for the Debtors to post a two-month deposit of $1,006,098. The second method requires the Debtors to provide Merced a two-week deposit of $232,176, involves changing the billing cycle from monthly to weekly, requires the Debtors to pay weekly invoice timely, among others.

(4) Franklin Electric, et al.

Franklin Electric Plant Board; Cumberland Electric MembershipCorporation; Memphis Light, Gas & Water Division of the City of Memphis, Tennessee; Covington Electric System; City of Covington; Nashville Electric Service; Trenton Light & Water Department of the City of Trenton, Tennessee; Dyersburg Electric System; City of Dyersburg, Tennessee; Dickson Electric System; Alcorn County Electric Power Association; Clarksville Department of Electricity; and Northcentral Electric Power Association asked the Court to require the Debtors to post a security deposit within 30 days of the Petition Date satisfactory to Franklin Electric, et al., in an amount not less than 250% of the highest month's usage for each of the Municipal and Cooperative Utilities during the 12-month period preceding the Petition Date, as adjusted by an additional proportionate increase associated with the anticipated increases in the cost of supplying electricity and natural gas, among others.

The Debtors' highest monthly utility consumption during the 12 months preceding the Petition Date total $2,407,533.

In a Court-approved stipulation, the Debtors and SCANA Energy Marketing have agreed that (a) the Debtors will not assert that SCANA is a "utility" within the meaning and subject to the application of Section 366 of the Bankruptcy Code; and (b) the Debtors agree that SCANA is not subject to the Utility Motion and orders related to it, and SCANA will not be listed on the schedule of utilities attached to the Final Order.

Court's Final Order

Judge James Peck issued a final order determining adequate assurance of payment for future utility services. The Court ordered that utilities identified by the Debtors are forbidden to discontinue, alter or refuse service on account of any unpaid prepetition charges, or require additional adequate assurance of payment other than the Debtors' adequate assurance.

Based in Montreal, Quebec, Quebecor World Inc. (TSX: IQW) (NYSE:IQW), -- http://www.quebecorworldinc.com/-- provides market solutions, including marketing and advertising activities, well asprint solutions to retailers, branded goods companies, catalogersand to publishers of magazines, books and other printed media. Ithas 127 printing and related facilities located in North America,Europe, Latin America and Asia. In the United States, it has 82facilities in 30 states, and is engaged in the printing of books,magazines, directories, retail inserts, catalogs and direct mail. In Canada it has 17 facilities in five provinces, through which itoffers a mix of printed products and related value-added servicesto the Canadian market and internationally.

The company is an independent commercial printer in Europe with19 facilities, operating in Austria, Belgium, Finland, France,Spain, Sweden, Switzerland and the United Kingdom. In March 2007,it sold its facility in Lille, France. Quebecor World (USA) Inc.is its wholly owned subsidiary.

Quebecor World and 53 of its subsidiaries, including those inCanada, filed a petition under the Companies' CreditorsArrangement Act before the Superior Court of Quebec, CommercialDivision, in Montreal, Canada, on Jan. 20, 2008. The HonorableJustice Robert Mongeon oversees the CCAA case. Francois-DavidPare, Esq., at Ogilvy Renault, LLP, represents the Company in theCCAA case. Ernst & Young Inc. was appointed as Monitor.

Based in Corby, Northamptonshire, Quebecor World PLC --http://www.quebecorworldplc.com/-- is the U.K. subsidiary of Quebecor World Inc. that specializes in web offset magazines,catalogues and specialty print products for marketing andadvertising campaigns. The company employs around 290 people.Quebecor PLC was placed into administration with Ian Best andDavid Duggins of Ernst & Young LLP appointed as jointadministrators effective Jan. 28, 2008.

The company has until May 20, 2008, to file a plan ofreorganization in the Chapter 11 case. The Debtors' CCAA stay hasbeen extended to May 12, 2008. (Quebecor World Bankruptcy News, Issue No. 7; Bankruptcy Creditors' Service, Inc.,http://bankrupt.com/newsstand/or 215/945-7000)

* * *

As reported in the Troubled Company Reporter on Feb. 13, 2008,Moody's Investors Service assigned a Ba2 rating to the$400 million super priority senior secured revolving term loanfacility of Quebecor World Inc. as a Debtor-in-Possession. Therelated $600 million super priority senior secured term loan wasrated Ba3 (together, the DIP facilities). The RTL's better assetvalue coverage relative to the TL accounts for the ratings'differential.

QUEBECOR WORLD: Wants Banc of America Aircraft Lease Rejected-------------------------------------------------------------Quebecor World Inc. and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the Southern District of New York to reject an aircraft lease agreement with Banc of America Leasing and Capital, LLC.

The Debtors further ask the Court to lift the automatic stay so that Banc of America can exercise its rights to the Aircraft Lease Agreement, which includes one Bombardier CL-601-3A aircraft, two General Electric CF34-3A engines and certain appliances, parts, instruments, appurtenances, accessories, furnishings, seats and other equipment incorporated to the aircraft. The Aircraft Lease expired on January 18, 2008.

The Debtors want to reject the Aircraft Lease effective as of the Petition Date out of an abundance of caution, and to confirm that their bankruptcy estates do not retain any equitable interest in the aircraft or the Aircraft Lease. In addition, the Debtors request clarification that Banc of America's exercise of remedies under the Aircraft Lease and actions to take possession of the aircraft will not be construed as a violation of the automatic stay under Section 362 of the Bankruptcy Code.

As of Jan. 7, 2008, the Debtors owe $12,218,351 under the Lease.

According to Michael Canning, Esq., at Arnold & Porter LLP, in New York, the aircraft is not operational and is hangered in Montreal, Canada. The Debtors are also continuing to incur costs associated with its storage and insurance.

The Debtors have determined that the fair market value of the aircraft is significantly less than the $12,218,351 payment amount. Based on an Aircraft Appraisal Report prepared byAeronautical Systems, Joseph T. Zulueta, ASA, dated Jan. 28, 2008, the fair market value of the aircraft is at an estimated $9,633,000.

Mr. Canning relates that Banc of America desires to retake possession of the aircraft as soon as possible, and has agreed towaive any and all postpetition claims, as well as any rejection damages arising from the Debtors' rejection of the Aircraft Lease. Accordingly, the Debtors have entered into discussions with Banc of America regarding the Aircraft Lease rejection and relief from the automatic stay.

About Quebecor World

Based in Montreal, Quebec, Quebecor World Inc. (TSX: IQW) (NYSE:IQW), -- http://www.quebecorworldinc.com/-- provides market solutions, including marketing and advertising activities, well asprint solutions to retailers, branded goods companies, catalogersand to publishers of magazines, books and other printed media. Ithas 127 printing and related facilities located in North America,Europe, Latin America and Asia. In the United States, it has 82facilities in 30 states, and is engaged in the printing of books,magazines, directories, retail inserts, catalogs and direct mail. In Canada it has 17 facilities in five provinces, through which itoffers a mix of printed products and related value-added servicesto the Canadian market and internationally.

The company is an independent commercial printer in Europe with19 facilities, operating in Austria, Belgium, Finland, France,Spain, Sweden, Switzerland and the United Kingdom. In March 2007,it sold its facility in Lille, France. Quebecor World (USA) Inc.is its wholly owned subsidiary.

Quebecor World and 53 of its subsidiaries, including those inCanada, filed a petition under the Companies' CreditorsArrangement Act before the Superior Court of Quebec, CommercialDivision, in Montreal, Canada, on Jan. 20, 2008. The HonorableJustice Robert Mongeon oversees the CCAA case. Francois-DavidPare, Esq., at Ogilvy Renault, LLP, represents the Company in theCCAA case. Ernst & Young Inc. was appointed as Monitor.

Based in Corby, Northamptonshire, Quebecor World PLC --http://www.quebecorworldplc.com/-- is the U.K. subsidiary of Quebecor World Inc. that specializes in web offset magazines,catalogues and specialty print products for marketing andadvertising campaigns. The company employs around 290 people.Quebecor PLC was placed into administration with Ian Best andDavid Duggins of Ernst & Young LLP appointed as jointadministrators effective Jan. 28, 2008.

The company has until May 20, 2008, to file a plan ofreorganization in the Chapter 11 case. The Debtors' CCAA stay hasbeen extended to May 12, 2008. (Quebecor World Bankruptcy News, Issue No. 7; Bankruptcy Creditors' Service, Inc.,http://bankrupt.com/newsstand/or 215/945-7000)

* * *

As reported in the Troubled Company Reporter on Feb. 13, 2008,Moody's Investors Service assigned a Ba2 rating to the$400 million super priority senior secured revolving term loanfacility of Quebecor World Inc. as a Debtor-in-Possession. Therelated $600 million super priority senior secured term loan wasrated Ba3 (together, the DIP facilities). The RTL's better assetvalue coverage relative to the TL accounts for the ratings'differential.

As reported in the Troubled Company Reporter on Feb. 6, 2008, Judge James Peck of the U.S. Bankruptcy Court for the SouthernDistrict of New York authorized the Debtors, in the interim, to enter into a $1,000,000,000 DIP facility with Credit Suisse Securities (USA), LLC, and Morgan Stanley Senior Funding Inc.

The Honorable Justice Robert Mongeon at the Superior Court ofJustice (Commercial Division), for the Province of Quebec, whooversees the Debtors' insolvency proceedings under theCanadian Creditors' Companies Arrangement Act, also authorizesthe Canadian Applicants to enter into the $1,000,000,000 DIPFacility.

(1) Flint Group

Flint Group notes that the DIP Motion purports to grant the DIP Collateral Agent and the DIP Lenders first priority and junior liens on virtually all of the Debtors' property, including inventory.

Flint Group relates that, pursuant to an ink supply agreement, it has delivered ink worth about $5,400,000 and equipment to the Debtors as of the Petition Date. Ira A. Reid, Esq., at Baker & McKenzie LLP, in New York, says those goods are "bailed" goods.

Mr. Reid relates that Flint Group has asked the Debtors to confirm that the DIP Motion do not purport to grant the Collateral Agent, the DIP Lenders, or any third parties any rights in any of Flint Group's Bailed Goods located at facilities owned by the Debtors or any of their affiliates. However, as of February 28, 2008, the Debtors have not responded to Flint Group's request.

Flint Group, accordingly, asks the Court to modify any proposed order on the DIP Motion to provide that the DIP Order does not grant the Collateral Agent, the DIP Lenders, or any third parties any rights in any of Flint Group's Bailed Goods or Equipment.

Mr. Reid asserts that Flint Group's Bailed Goods and Equipment are not property of the estate, therefore the Debtors cannot grant a security interest in them.

(2) Abitibi/Bowater

Abitibi/Bowater, the Debtors' largest supplier of paper, objects to the DIP Motion to the extent that the Collateral Agent and the DIP Lenders have the right to eliminate, prime or otherwise impair Abitibi/Bowater's set-off and reclamation rights.

Abitibi/Bowater seeks clarification that (i) its prepetition setoff and reclamation rights -- regardless of whether those rights have been exercised as of February 28, 2008 -- constitute valid, perfected and unavoidable liens in existence immediately before the Petition Date, or (ii) its set-off and reclamation rights are otherwise preserved in the DIP Motion so that the liens granted to the DIP Lenders do not eliminate, prime or otherwise impair the setoff and reclamation rights.

Abitibi/Bowater relates that it may own certain potential rebates to the Debtors in connection with sales of paper. Abitibi/Bowater believes that to the extent it owes Potential Rebates to the Debtors, it has setoff and recoupment rights against any monies owed by the Debtors.

Abitibi/Bowater adds that it has submitted a reclamation demand to the Debtors demanding reclamation of all paper the Debtors received from Abitibi/Bowater within 45 days before the Petition Date.

Packaging Corporation of America, which has sent a reclamation demand to the Debtors, joins Abitibi/Bowater's objections.

(3) Corporate Property

Corporate Property and Debtor Quebecor Printing Atlanta, Inc., are parties to a lease agreement related to the Debtor's facility in DeKalb County, Georgia.

(a) Quebecor Atlanta's liability under the DIP Facility is limited to its pro rata benefit from the DIP Facility or Quebecor Atlanta be provided a superpriority claim together with a first priority lien against each other Debtor to the extent of any claim for indemnification or contribution based on the other Debtor receiving the benefits from the DIP Facility;

(b) any lien rights granted to the DIP Lenders are subject to any restrictions in applicable leases including the Corporate Property Lease; and

(c) any proposed disposition of the Debtors' interest in the Corporate Property Lease will be subject to the requirements of Section 365 of the Bankruptcy Code and the terms of the Lease.

Corporate Property asserts that should Quebecor Atlanta's guaranty obligations be called on, it will not be able to pay postpetition rent pursuant to the Lease.

Corporate Property also objects to the DIP Motion because it does not contain sufficient disclosure concerning Quebecor World Finance Inc., from which entity the Debtors seek authorization to purchase the Receivables Portfolio for approximately $416,800,000. The DIP Motion, Corporate Property notes, fails to disclose QWF's relationship, if any, to the Debtors. The DIP Motion also fails to provide sufficient justification for the large expenditure.

About Quebecor World

Based in Montreal, Quebec, Quebecor World Inc. (TSX: IQW) (NYSE:IQW), -- http://www.quebecorworldinc.com/-- provides market solutions, including marketing and advertising activities, well asprint solutions to retailers, branded goods companies, catalogersand to publishers of magazines, books and other printed media. Ithas 127 printing and related facilities located in North America,Europe, Latin America and Asia. In the United States, it has 82facilities in 30 states, and is engaged in the printing of books,magazines, directories, retail inserts, catalogs and direct mail. In Canada it has 17 facilities in five provinces, through which itoffers a mix of printed products and related value-added servicesto the Canadian market and internationally.

The company is an independent commercial printer in Europe with19 facilities, operating in Austria, Belgium, Finland, France,Spain, Sweden, Switzerland and the United Kingdom. In March 2007,it sold its facility in Lille, France. Quebecor World (USA) Inc.is its wholly owned subsidiary.

Quebecor World and 53 of its subsidiaries, including those inCanada, filed a petition under the Companies' CreditorsArrangement Act before the Superior Court of Quebec, CommercialDivision, in Montreal, Canada, on Jan. 20, 2008. The HonorableJustice Robert Mongeon oversees the CCAA case. Francois-DavidPare, Esq., at Ogilvy Renault, LLP, represents the Company in theCCAA case. Ernst & Young Inc. was appointed as Monitor.

Based in Corby, Northamptonshire, Quebecor World PLC --http://www.quebecorworldplc.com/-- is the U.K. subsidiary of Quebecor World Inc. that specializes in web offset magazines,catalogues and specialty print products for marketing andadvertising campaigns. The company employs around 290 people.Quebecor PLC was placed into administration with Ian Best andDavid Duggins of Ernst & Young LLP appointed as jointadministrators effective Jan. 28, 2008.

The company has until May 20, 2008, to file a plan ofreorganization in the Chapter 11 case. The Debtors' CCAA stay hasbeen extended to May 12, 2008. (Quebecor World Bankruptcy News;Bankruptcy Creditors' Service, Inc.,http://bankrupt.com/newsstand/or 215/945-7000)

* * *

As reported in the Troubled Company Reporter on Feb. 13, 2008,Moody's Investors Service assigned a Ba2 rating to the$400 million super priority senior secured revolving term loanfacility of Quebecor World Inc. as a Debtor-in-Possession. Therelated $600 million super priority senior secured term loan wasrated Ba3 (together, the DIP facilities). The RTL's better assetvalue coverage relative to the TL accounts for the ratings'differential.

This is the first meeting of creditors required under Section341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend. ThisMeeting of Creditors offers the one opportunity in a bankruptcyproceeding for creditors to question a responsible office of theDebtor under oath about the company's financial affairs andoperations that would be of interest to the general body ofcreditors.

About R&F Construction

Based in Jonesboro, Georgia, R&B Construction Inc. is a homebuilder in Metro Atlanta, Alabama, and North West Florida. The Debtor and a debtor-affiliate, Joy Built Homes Inc., filed for chapter 11 protection on Feb. 4, 2008 (Bankr. N.D. Ga. Lead Case No. 08-62023). James L. Paul, Esq., at Chamberlain, Hrdlicka, White, Williams & Martin, represents the Debtors in their restructuring efforts. When the Debtors filed for protection from their creditors, they listed assets anddebts between $100 million and $500 million.

RASC SERIES: Class B Certs. Acquire S&P's Junk Rating-----------------------------------------------------Standard & Poor's Ratings Services lowered its ratings on four classes of home equity mortgage asset-backed pass-through certificates from RASC Series 2004-KS10 Trust. In addition, S&P affirmed its ratings on the remaining six classes from this transaction.

The lowered ratings reflect the deterioration of available credit support for this transaction in combination with projected credit support percentages--based on the amount of loans in the delinquency pipeline-that are insufficient to maintain the ratings at their previous levels. Based on the current collateral performance of this transaction, S&P projects future credit enhancement to be significantly lower than the original credit support for the previous ratings. As of the Feb. 25, 2008, distribution date, the failure of excess interest to cover monthly losses depleted overcollateralization (O/C) to $3.761 million, a deficiency of $1.238 million, or 25% below its O/C target. As of the February 2008 remittance period, cumulative losses for this transaction were 2.19% of the original pool balance. Total delinquencies and severe delinquencies (90-plus days, foreclosures, and REOs) were 32.62% and 21.58% of the current pool balance, respectively.

The affirmations reflect current and projected credit support percentages that are sufficient to maintain the ratings at the current levels. As of the February 2008 remittance report, credit support for these classes ranged from 12.66% to 84.11% of the current pool balance. In comparison, the ratio of current credit enhancement to original enhancement ranged from 1.12x to 3.62x.

A combination of subordination, excess interest, and O/C provide credit enhancement for this transaction. The collateral supporting this series consists of a subprime pool of fixed- and adjustable-rate mortgage loans secured by first liens on one- to four-family residential properties.

RED MILE: Simon Price Takes Over as President Effective March 1---------------------------------------------------------------Effective February 29, 2008, Glenn Wong resigned as president and chief operating officer of Red Mile, and effective March 1, 2008, Ben Zadik resigned as chief financial officer and secretary of Red Mile.

Mr. Zadik will remain with the company as a non-executive consultant for at least the next 60 days.

Mr. Wong was replaced by Simon Price as president, effective March 1, 2008. Mr. Price previously served as a strategic consultant to Red Mile, a position he has held since the company's formation in 2004.

Mr. Price holds a Bachelor of Engineering degree from the University of Newcastle upon Tyne, United Kingdom, and a Master of Science degree from Imperial College, University of London, United Kingdom.

Effective March 1, 2008, James McCubbin and Richard Auchinleck resigned as members of the board of directors of Red Mile Entertainment Inc. Mr. McCubbin also resigned as chairman of Red Mile's audit committee. Mr. McCubbin will continue to support Red Mile in a consultative capacity for two months.

No information was provided by the company as to the reasons for the resignation of Mr. Wong as president and chief operating officer, or the resignations of Mr. McCubbin and Mr. Auchinleck from the company's board of directors.

Burr, Pilger & Mayer LLP, in San Francisco, expressed substantialdoubt about Red Mile Entertainment Inc.'s ability to continue as agoing concern after auditing the company's consolidated financialstatements for the years ended March 31, 2007, and 2006. Theauditing firm pointed to the company's recurring losses, negativecash flows from operations, and accumulated deficit.

RELIANT ENERGY: S&P Upgrades Rating on Debt Facilities to 'BB-'---------------------------------------------------------------Standard & Poor's Ratings Services raised its rating on Reliant Energy's secured debt facilities to 'BB-' from 'B'. The recovery ratings on these facilities was raised to '1' from '3', indicating expectation for very high (90%-100%) recovery of principal in the event of a payment default. These facilities consist of $750 million senior secured notes (Reliant purchased and retired $83 million in 2007, leaving a balance of $667 million), $500 million senior secured revolver, and $250 million synthetic letter of credit facility. The revised ratings follow a review of the recovery ratings on Reliant's secured debt and do not reflect any change in the 'B' corporate credit rating on Reliant, which remains unchanged.

"The revised ratings follow a review of the recovery ratings on Reliant's secured debt and do not reflect a review of, or any change in, the 'B' corporate credit rating on Reliant, which remains unchanged," said Standard & Poor's credit analyst Swami Venkataraman. "Even under conservative assumptions, there remains enough residual value after meeting various debt and lease obligations at Reliant's subsidiaries for Reliant Corp.-secured lenders to receive full recovery of principal, thus resulting in higher ratings."

The refinancing of secured debt with unsecured debt in 2007, reduction in the size of secured revolver at Reliant, and paydown of the senior secured notes all contributed to higher recovery on the secured debt.

S&P valued Reliant's retail and wholesale businesses separately using both the discounted cash flow and the comparative EBITDA multiple methods. The DCF method, under conservative assumptions, led to a valuation of $2.1 billion and $1.7 billion for the retail and wholesale business, respectively.

For the EBITDA multiple valuation, a multiple of 8x the default year EBITDA was applied to the retail business and the standard industrial multiple of 6x for the wholesale business. This approach provided valuations of $1.9 billion for the retail business and $1.4 billion for the wholesale operation.

RENAISSANCE HOME: S&P Rating on Class B Tumbles to 'D' From 'CCC'-----------------------------------------------------------------Standard & Poor's Ratings Services lowered its ratings on three classes of home equity loan asset-backed certificates from Renaissance Home Equity Loan Trust 2002-2. In addition, S&P affirmed its 'AAA' rating on class A from this transaction.

The lowered ratings reflect the deterioration of available credit support for this transaction in combination with projected credit support percentages--based on the amount of loans in the delinquency pipeline--that are insufficient to maintain the ratings at their previous levels. The failure of excess interest to cover monthly losses has resulted in the complete erosion of overcollateralization (O/C) for this transaction. This O/C deficiency caused a principal write-down of class B as of the January 2008 remittance period, which prompted us to downgrade the class to 'D'. As of the Feb. 25, 2008, remittance date, cumulative losses for this transaction were 2.87% of the original pool balance. Total delinquencies and severe delinquencies (90-plus days, foreclosures, and REOs) were 38.51% and 27.76% of the current pool balance, respectively.

The affirmation of class A reflects current and projected credit support percentages that are sufficient to maintain the rating at its current level. Credit support for this class was 101.98% of the current pool balance. In comparison, current credit enhancement was 4.30x the original enhancement.

A combination of subordination, excess interest, and O/C (prior to its complete erosion) provide credit enhancement for this transaction. The collateral supporting this series consists of a pool of subprime fixed- and adjustable-rate mortgage loans secured by first liens on one- to four-family residential properties.

RITCHIE (IRELAND): Court Refuses to Review Case Against Coventry ----------------------------------------------------------------The Hon. Denise Cote of the U.S. Bankruptcy Court for the Southern District of New York rejected a request of Ritchie Risk-Linked Strategies Trading (Ireland), Ltd. and Ritchie Risk-Linked Strategies Trading (Ireland) II, Ltd. to reconsider a dismissal of claims of breach of fiduciary duty, fraud, and RICO violations filed against Coventry First LLC, in a Feb. 29 hearing. The judge granted Coventry First's request to dismiss these claims filed by the Debtors on the same day.

As a result, all of Ritchie's claims against Coventry have been dismissed by the Court. The only remaining issue to be resolved is a breach of contract claim.

The Ritchie I Complaint

The Debtors also disclose that on May 2, 2007, a complaint wasfiled in the U.S. District Court for the Southern District ofNew York alleging that the Debtors and their investors weredefrauded by certain companies and individuals affiliated withthe Coventry-affiliated group of companies.

In the complaint titled "Ritchie Capital Management, L.L.C., etal. v. Coventry First, LLC, et al." (No. 07-3494 U.S. D. Ct.S.D.N.Y.), the plaintiffs allege that Coventry partnered withthem to invest in life insurance policies with a view toward re-selling them through a securitization transaction. Thecomplaint further alleges that Coventry concealed from RitchieCapital that the defendants were systematically defrauding theowners of the policies, and then further deceived RitchieCapital as to the existence of an investigation by the AttorneyGeneral of New York into the defendants' misconduct.

The complaint also argued that Moody's lost confidence in thehealth of the collateral -- i.e., the policies -- because it nolonger believed that representations and warranties could bemade by Ritchie I and Ritchie II to potential investors in thesecuritization of the nature and character provided to, andrelied upon by, Ritchie I and Ritchie II in the purchase of thepolicies.

Moody's, according to the complaint, no longer believed that thepolicies had been purchased in compliance with applicable legalrequirements.

Ritchie Capital sought damages of $700 million against Coventry First. Under the Federal RICO Act, these damages would be three times the actual damages established at the trial and potentially amount to more than $2 billion.

About Coventry

Headquartered in Philadelphia, Pennsylvania, Coventry First LLC-- http://www.coventry.com/-- is a secondary market leader for life settlements.

About Ritchie (Ireland)

Based in Dublin, Ireland, Ritchie Risk-Linked Strategies Trading(Ireland) Ltd. and Ritchie Risk-Linked Strategies Trading(Ireland) II Ltd. -- http://www.ritchiecapital.com/-- are Dublin- based funds of hedge fund group Ritchie Capital ManagementLLC. The Debtors were formed as special purpose vehicles toinvest in life insurance policies in the life settlement market.The Debtors filed for Chapter 11 protection on June 20, 2007(Bankr. S.D.N.Y. Case Nos. 07-11906 and 07-11907). Allison H.Weiss, Esq., David D. Cleary, Esq., and Lewis S. Rosenbloom, Esq.,at LeBoeuf, Lamb, Greene & MacRae, LLP represent the Debtors intheir restructuring efforts. No Official Committee of UnsecuredCreditors has been appointed to date. When the Debtors filed forbankruptcy, they listed estimated assets and debts of more than$100 million. The Debtors' exclusive period to file a Chapter 11plan of liquidation expires on April 15, 2008.

SALOMON BROTHERS: S&P Junks Rating on Class B-2 Certs. From 'BB'---------------------------------------------------------------- Standard & Poor's Ratings Services lowered its ratings on two classes of certificates from Salomon Brothers Mortgage Securities VII Inc.'s series 1997-LB6 and 1998-AQ1. In addition, S&P affirmed its ratings on the remaining eight classes from these two transactions.

The lowered ratings reflect the deterioration of available credit support for these transactions in combination with projected credit support percentages--based on the amount of loans in the delinquency pipeline-that are insufficient to maintain the ratings at their previous levels. Based on the current collateral performance of these transactions, S&P projects future credit enhancement to be significantly lower than the original credit support for the previous ratings. The failure of credit support to cover monthly losses over time caused a principal write-down for class B-4 (series 1997-LB6) in May of 2002 and a principal write-down for class B-3 (series 1998-AQ1) in January of 2004. As of the Feb. 25, 2008, distribution period, cumulative losses for series 1997-LB6 were 3.16% of the original pool balance. Total delinquencies were 13.58% of the current pool balance, while severe delinquencies (90-plus days, foreclosures, and REOs) were 10.69% of the current pool balance. Cumulative losses for series 1998-AQ1 were 3.87% of the original pool balance. Total and severe delinquencies were 14.82% and 5.99% of the current pool balance, respectively.

The affirmations reflect current and projected credit support percentages that are sufficient to maintain the ratings at the current levels. Credit support for these classes were 22.45% (series 1997-LB6) and 90.63% (series 1998-AQ1) of the current pool balances. In comparison, the ratio of current credit enhancements to original enhancements were 3.90x (series 1997-LB6) and 7.25x (series 1998-AQ1).

Subordination provides credit enhancement for both transactions. The collateral supporting these series consists of subprime pools of fixed-mortgage loans secured by first liens on one- to four-family residential properties.

SASCO: Fitch Chips Ratings on $3.5 Billion Certificates-------------------------------------------------------Fitch Ratings has taken rating actions on six SASCO mortgage pass-through certificates. Unless stated otherwise, any bonds that were previously placed on Rating Watch Negative are removed. Affirmations total $874.9 million and downgrades total $3.5 billion. Additionally, $1.14 billion remains on Rating Watch Negative. Break Loss percentages and Loss Coverage Ratios for each class are included with the rating actions as:

The rating actions are based on changes that Fitch has made to its subprime loss forecasting assumptions. The updated assumptions better capture the deteriorating performance of pools from 2007, 2006 and late 2005 with regard to continued poor loan performance and home price weakness.

SATCON TECHNOLOGY: Secures $10 Million Revolving Credit Facility ----------------------------------------------------------------SatCon Technology Corporation entered into a new secured revolving credit facility with Silicon Valley Bank. This line of credit enables the company to borrow up to $10 million, subject to certain availability criteria relating to accounts receivables and inventory.

"We are very pleased that we were able to continue our relationship with Silicon Valley Bank and close on this line to support our continued revenue growth," David Eisenhaure, CEO of SatCon, said. "Silicon Valley Bank has been our bank for over five years and we are pleased to have them as a partner. This line of credit, along with our recent infusion of capital from Rockport Capital Partners and NGP Energy Technology Partners, allows us to focus on the growth of the business."

Based in Boston, SatCon Technology Corporation (NasdaqCM: SATC) --http://www.satcon.com/-- is a developer and manufacturer of electronics and motors for the Alternative Energy, Hybrid-ElectricVehicle, Grid Support, High Reliability Electronics and AdvancedPower Technology markets.

Going Concern Doubt

As reported in the Troubled Company Reporter on April 12, 2007,Vitale, Caturano and Company Ltd. expressed substantial doubtabout SatCon Technology Corporation's ability to continue as agoing concern after auditing the company's consolidated financialstatements for the years ended Dec. 31, 2006, and 2005. Theauditing firm reported that the company incurred a net loss of$19.8 million and used $9.8 million of cash in its operatingactivities and as of Dec. 31, 2006. It has stockholders' deficit of $2.5 million. In addition, the company has historically incurred losses and used cash, rather than provided cash, from operations.

SIRIUS SATELLITE: S&P Puts 'CCC+' Ratings on Developing Watch-------------------------------------------------------------Standard & Poor's Ratings Services revised the CreditWatch implications of the ratings on New York, New York-based Sirius Satellite Radio Inc. (CCC+/Watch Developing/--) to developing from positive. S&P originally placed the ratings on CreditWatch, with positive implications, on Feb. 20, 2007, based on the company's definitive agreement to an all-stock "merger of equals" with XM Satellite Radio Holdings Inc. (CCC+/Watch Developing/--).

The revision doesn't reflect any new information regarding the potential merger, which is still awaiting a decision from the Department of Justice and FCC, nor does it increase or decrease S&P's estimated probability of the merger being approved.

The company's $300 million of 2.5% convertible notes are due in February 2009. The notes, which can be converted at the option of the holder, are "out of the money," with a conversion price of $4.41 per share. As of Dec. 31, 2007, the company had $438.8 million of cash on hand, reflecting the draw on its $250 million term loan in June 2007. The company generated positive free cash flow for the second half of the year, although discretionary cash flow was roughly negative $214 million for the full year of 2007. S&P believes the rate of cash consumption at Sirius is declining, due in part to better cost management and the absence of significant new programming contracts. S&P is concerned that if the merger isn't approved and the current tight credit environment remains in 2009, Sirius could face funding challenges. Even if the merger is approved, S&P believes the combined company might face hurdles to refinancing in the current credit environment.

CreditWatch developing indicates that S&P might raise or lower the ratings depending on the outcome of the proposed merger. If the merger is approved, S&P still expects upgrade potential to be limited to one notch. This will depend on S&P's estimate of when the surviving company will achieve expected cost savings and financial self-sustainability. S&P believes a combined company could achieve significant initial operating cost savings. A merger would also entail longer-term capital investments to rationalize and consolidate the two satellite and terrestrial infrastructures before all expected cost savings could be realized. If the merger is not approved, ratings may be affirmed or lowered based on S&P's assessment of the company's standalone liquidity needs and prospects for achieving financial self-sustainability. S&P will continue to monitor developments surrounding the proposed merger.

SIRVA INC: Agrees with Creditors on Prepetition Claims Payment--------------------------------------------------------------Sirva Inc. and its debtor-affiliates, the Official Committee of Unsecured Creditors in their Chapter 11 cases, and the Official Committee of Unsecured Creditors of 360networks (USA) Inc., entered into an agreement resolving the issues relating to the 360network Committee's request for the Court to reconsider its order authorizing the payment of prepetition unsecured claims.

The 360network Committee withdrew its Motion, and the Sirva Creditors' Committee withdrew its joinder to the Motion.

The Debtors agreed that all future payments pursuant to the Prepetition Claims Order will be made only if those payments are necessary to avoid material, near term, and foreseeable harm to the Debtors' estates.

The parties also agreed that:

-- the payments will be treated as made under any plan of reorganization;

-- neither the Creditors' Committee nor any other creditor will be estopped from objecting to the confirmation of a Plan, by virtue of entry of the Prepetition Claims Order;

-- certain Class 4 Claims, or a similar unimpaired class of unsecured creditors, will remain outstanding at the time of confirmation;

-- the Debtors will not argue that payments made under the Prepetition Claims Order will render moot any confirmation objection by the Creditors' Committee or any creditor;

-- the Debtors will not amend a Plan to eliminate Class 4 without the consent of Creditors' Committee and the 360networks Committee.

Judge James Peck approved the Stipulation.

As reported by the Troubled Company Reporter on March 4, the Debtors opposed the Reconsideration Motion filed by the Official Committee of Unsecured Creditors of 360networks (USA) and its debtor-subsidiaries, asserting that it failed to demonstrate extreme and undue hardship required for its approval, and is merely the creditor's attempt to enhance its recovery.

On Feb. 26, 2008, the TCR reported that the Official Committee of Unsecured Creditors of 360networks (USA) and its debtor-subsidiaries asked the U.S. Bankruptcy Court for the Southern District of New York to reconsider its order authorizing the payment of the Debtors' pre-bankruptcy filing unsecured claimsdated Feb. 5, 2008, pursuant to Rules 59 and 60 of the FederalRules of Civil Procedure.

In the Preference Action before Judge Gropper, the 360networksCommittee, on behalf of itself and 360networks (USA), Inc., and360fiber Inc. and their debtor subsidiaries, are seeking theavoidance, recovery and return, from U.S. Relocation Services,Inc. -- now known as SIRVA Relocation LLC -- of $1,863,014 inpreferential transfers made by 360 to U.S. Relocation, plusprejudgment interest at the highest applicable rate fromMarch 26, 2002, plus sanctions in connection with counsel forU.S. Relocation's conduct in defending the Preference Action, fora total claim against U.S. Relocation estimated to be in theexcess of $2,200,000.

The Preference Action, prior to it being stayed by thecommencement of the Sirva bankruptcy proceedings, had been sub judice with Judge Gropper on fully-briefed cross motions for summary judgment.

On behalf of the 360networks Committee, Norman N. Kinel, Esq., at Dreier LLP in New York, asserted that the Debtors' proposed treatment of unsecured creditors is discriminatory and impermissible under applicable law. The Debtors propose, in their Plan of Reorganization dated Jan. 28, 2008, that in the two classes of unsecured creditors -- one will receive a 100% distribution, and the other will receive no distribution.

Mr. Kinel explained that although debtors are permitted to payunsecured prepetition debts to critical vendors, the reliefsought and obtained by the Debtors in the Prepetition ClaimsOrder classifies an open-ended category of creditors as critical,without adequate basis.

Moreover, the Prepetition Claims Order was entered without duenotice to the parties-in-interest that are adversely affected,including the 360networks Committee, depriving them of theopportunity to object or be heard, Mr. Kinel stated.

"[T]he 360networks Committee is not even listed as a creditor inthe Debtors' list of thirty (30) largest creditors attached totheir petitions, even though the 360networks Committee is in factone of the 10 largest creditors of the Debtors, notwithstandingthat such claim is presently unliquidated," Mr. Kinel maintained.

Debtors Respond

Representing the Sirva Debtors, Marc Kieselstein, P.C., at Kirkland and Ellis LLP in Chicago, Illinois, said pursuant to Rule 59 and 60 of the Federal Rules of Civil Procedure, the Court may grant extraordinary remedies in extraordinary circumstances to prevent extreme and undue hardship, citing In re Miller, No. 07-13481, 2008 WL 110907 (Bankr. S.D.N.Y. Jan. 4,2008). He points out that the relief provided by the order dated February 5, 2008, authorizing the payment of prepetition unsecured claims, is not extraordinary, and is a "typical first day order."

According to Mr. Kieselstein, the 360networks Committee has notdemonstrated that the Debtors' ability to honor their existingobligations in the ordinary course of business creates the levelof harm necessary to warrant a reconsideration; and does not makespecific allegations with respect to its disputed, unliquidated,and unsecured claim.

In addition, the Debtors had complied with the notice requirements by providing copies of their first day pleadings tothe United States Trustee two business days in advance of thePetition Date. Accordingly, the Debtors ask the Court to denythe Reconsideration Motion with prejudice.

Parties React

The 360networks Committee said all debtors, including the Debtors in the Chapter 11 cases, must meet the burdens of the Bankruptcy Code and Bankruptcy Rules, as well as the requirements of due process.

According to the 360networks Committee, the Debtors haveimproperly taken advantage of standard first-day orders, byincluding unnecessary and discriminatory terms, and failing toprovide any advance notice to parties-in-interest that areadversely affected. The Prepetition Claims Order was enteredwithout advance notice to any party other than the United StatesTrustee and the Debtors' prepetition secured lenders, enablingthe Debtors to pay certain chosen unsecured prepetition creditorsat will.

The 360networks Committee believes that it was improper for thePrepetition Claims Order to be entered on a final basis, withoutgiving any other party-in-interest aside from the U.S. Trusteeand the Debtors' Prepetition Secured Lenders, an opportunity tobe heard and object.

The Official Committee of Unsecured Creditors of the Debtors'Chapter 11 cases, on the other hand, told Judge Peck that the Prepetition Claims Order gives the Debtors authority to payunsecured claims which cannot be argued as critical.

According to the Committee, the Debtors have justified the reliefthey sought by asserting that it is typical in "prepackaged"bankruptcy cases. However, the Committee says, not allprepackaged cases are the same. In fact, the Debtors' case isunusual since they propose to pay nothing to a broad group ofunsecured creditors under their Plan.

The Committee maintained that neither the Bankruptcy Code, nor anynecessity doctrine or general Court order, support the proposition that debtors can make unlimited and unspecified cash payments to unidentified general unsecured creditors, in the context of a cram-down plan. Accordingly, the Committee insists that a reconsideration of the Prepetition Claims Order is warranted.

Similarly, Triple Net Investments IX, LP, supports the360networks Committee's request stating that the PrepetitionClaims Order was entered without notice and with no opportunityfor affected creditors, including itself, to be heard.

The company and 61 of its affiliates filed separate petitions forChapter 11 protection on Feb. 5, 2008 (Bankr. S.D.N.Y. Case No.08-10433). Marc Kieselstein, Esq. at Kirkland & Ellis, L.L.P. isrepresenting the Debtor. An official Committee of UnsecuredCreditors has been appointed in this case. When the Debtors filedfor bankruptcy, it reported total assets of $924,457,299 and totaldebts of $1,232,566,813 for the quarter ended Sept. 30, 2007.

Headquartered in Westmont, Illinois, SIRVA Inc. (Pink Sheets :SIRV.PK) -- http://www.sirva.com/-- is a provider of relocation solutions to a well-established and diverse customer base. Thecompany handles all aspects of relocation, including homepurchase and home sale services, household goods moving,mortgage services and home closing and settlement services. SIRVA conducts more than 300,000 relocations per year,transferring corporate and government employees along withindividual consumers. SIRVA's brands include Allied, AlliedInternational, Allied Pickfords, Allied Special Products, DJKResidential, Global, northAmerican, northAmerican International,Pickfords, SIRVA Mortgage, SIRVA Relocation and SIRVASettlement. The company has operation in Costa Rica.

The company and 61 of its affiliates filed separate petitionsfor Chapter 11 protection on Feb. 5, 2008 (Bankr. S.D.N.Y. CaseNo. 08-10433). Marc Kieselstein, Esq. at Kirkland & Ellis,L.L.P. is representing the Debtor. A Committee of Unsecured Creditors has been appointed in the case. At its bankruptcy filing, the company reported total assets of US$924,457,299 and total debts of US$1,232,566,813 for the quarter ended Sept. 30, 2007.

SIRVA INC: Court Approves Hiring of Kirkland & Ellis as Attorney----------------------------------------------------------------The U.S. Bankruptcy Court for the Southern District of New York approved a request by Sirva Inc. and its debtor-affiliates to employ Kirkland & Ellis LLP, as their attorneys in their Chapter 11 cases, effective as of the bankruptcy petition date.

Eryk J. Spytek, senior vice president, general counsel & secretary of SIRVA, Inc., related that the Debtors selected Kirkland & Ellis because of the firm's expertise and knowledge in the field of debtors' protections, creditors' rights, and business reorganizations under Chapter 11 of the Bankruptcy Code.

Mr. Spytek noted that in preparing for its representation of the Debtors in the Chapter 11 cases, Kirkland & Ellis has become familiar with the Debtors' business and many of the potential legal issues that may arise in the context of the Chapter 11 cases.

As the Debtors' attorneys, Kirkland & Ellis will:

* advise the Debtors with respect to their powers and duties as debtors-in-possession in the continued management and operation of their business and properties;

* attend meetings and negotiate with the parties-in-interest's representatives;

* take necessary actions to protect and preserve the estates, which include prosecuting actions on the Debtors' behalf, defending any action commenced against the Debtors, among others;

* prepare pleadings in connection with the bankruptcy cases;

* represent the Debtors in connection with obtaining postpetition financing;

* advise the Debtors in connection with any potential sale of assets;

* appear before the Court and any appellate courts to represent the interests of the Debtors' estates;

* consult with the Debtors regarding tax matters;

* take any necessary action on behalf of the Debtors to negotiate, prepare on behalf of the Debtors, and obtain approval of a Chapter 11 plan and all related documents; and

* perform other necessary or otherwise beneficial legal services for the Debtors in connection with the prosecution of these chapter 11 cases.

In exchange for the contemplated services, the Debtors will pay Kirkland & Ellis based on the firm's applicable hourly rates:

In addition, from time to time, other Kirkland & Ellis professionals and paraprofessionals will provide services to the Debtors.

On December 27, 2007, the Debtors paid $175,000 to Kirkland & Ellis as a retainer. As of the Petition Date, the Debtors do not owe Kirkland & Ellis any amounts for legal services rendered before the Petition Date.

Marc Kieselstein, Esq., a partner at Kirkland & Ellis, in New York, assures the Court that the firm is a "disinterested person," as the term is defined in Section 101(14) of the Bankruptcy Code.

About SIRVA Inc.

Headquartered in Westmont, Illinois, SIRVA Inc. (Pink Sheets :SIRV.PK) -- http://www.sirva.com/-- is a provider of relocation solutions to a well-established and diverse customer base. Thecompany handles all aspects of relocation, including homepurchase and home sale services, household goods moving,mortgage services and home closing and settlement services. SIRVA conducts more than 300,000 relocations per year,transferring corporate and government employees along withindividual consumers. SIRVA's brands include Allied, AlliedInternational, Allied Pickfords, Allied Special Products, DJKResidential, Global, northAmerican, northAmerican International,Pickfords, SIRVA Mortgage, SIRVA Relocation and SIRVASettlement. The company has operation in Costa Rica.

The company and 61 of its affiliates filed separate petitionsfor Chapter 11 protection on Feb. 5, 2008 (Bankr. S.D.N.Y. CaseNo. 08-10433). Marc Kieselstein, Esq. at Kirkland & Ellis,L.L.P. is representing the Debtor. A Committee of Unsecured Creditors has been appointed in the case. At its bankruptcy filing, the company reported total assets of US$924,457,299 and total debts of US$1,232,566,813 for the quarter ended Sept. 30, 2007.

SIRVA INC: Court Approves Motion to Hire E&Y as Accountant----------------------------------------------------------The U.S. Bankruptcy Court for the Southern District of New York approved a motion filed by SIRVA Inc. and its debtor-affiliates to employ Ernst & Young LLP as their accountants, auditors, and tax advisors in connection with their Chapter 11 cases, nunc pro tunc to their Chapter 11 protection filing.

Eryk J. Spytek, senior vice president, general counsel and secretary of SIRVA, told the Court in its motion that Ernst & Young is a national professional services firm, with more than 1,600 partners and over 17,000 professional staff. Significantly, Ernst & Young has extensive experience in delivering accounting, auditing, and tax services in Chapter 11 cases.

Mr. Spytek added that the Debtors have previously employed Ernst& Young for audit, accounting, and tax services, allowing thefirm to gain considerable knowledge and familiarity in theDebtors' business affairs.

The Debtors disclosed that 90 days immediately preceding thePetition Date, they paid Ernst & Young US$1,574,573 in fees. Asof the Petition Date, the Debtors did not owe the firm anyamount in respect of prepetition services.

Also, as of the Petition Date, Ernst & Young held a retainer ofUS$330,726. Upon approval of Ernst & Young's retention, thefirm will waive its right to receive any prepetition fees orexpenses incurred.

James J. Doyle, a partner at Ernst & Young, assures the Courtthat the firm is a "disinterested person," as the term isdefined in Section 101(14) of the Bankruptcy Code.

About SIRVA Inc.

Headquartered in Westmont, Illinois, SIRVA Inc. (Pink Sheets :SIRV.PK) -- http://www.sirva.com/-- is a provider of relocation solutions to a well-established and diverse customer base. Thecompany handles all aspects of relocation, including homepurchase and home sale services, household goods moving,mortgage services and home closing and settlement services. SIRVA conducts more than 300,000 relocations per year,transferring corporate and government employees along withindividual consumers. SIRVA's brands include Allied, AlliedInternational, Allied Pickfords, Allied Special Products, DJKResidential, Global, northAmerican, northAmerican International,Pickfords, SIRVA Mortgage, SIRVA Relocation and SIRVASettlement. The company has operation in Costa Rica.

The company and 61 of its affiliates filed separate petitionsfor Chapter 11 protection on Feb. 5, 2008 (Bankr. S.D.N.Y. CaseNo. 08-10433). Marc Kieselstein, Esq. at Kirkland & Ellis,L.L.P. is representing the Debtor. A Committee of Unsecured Creditors has been appointed in the case. At its bankruptcy filing, the company reported total assets of US$924,457,299 and total debts of US$1,232,566,813 for the quarter ended Sept. 30, 2007.

SIRVA INC: Court Okays Motion to Reject Devens, Bridgewater Leases------------------------------------------------------------------The U.S. Bankruptcy Court for the Southern District of New York authorized Sirva Inc. and its debtor-affiliates to reject the Bridgewater Lease, effective as of the Petition Date, as well as the Devens Lease, effective as of February 6, 2008.

The Debtors are party to two nonresidential real property leases, located at 36 Saratoga Boulevard, in Devens, Massachusetts, and at 1140 Route 22 East in Bridgewater, New Jersey.

The Devens Lease, which covers 164,850 square feet of unused warehouse space, has a $1,300,000 annual rent, and will expire on November 30, 2014. The Debtors formerly operated a warehouse and cross-docking facility at the Devens premises, and have not used the premises since 2004. The Debtors do not intend to use the premises in the future.

The Bridgewater Lease, which covers 5,994 square feet of office space, has a $128,868 annual rent, and will expire on January 31, 2009.

According to the Debtors' proposed counsel, Richard M. Cieri, Esq., at Kirkland & Ellis LLP in New York, the Leases constitute a net drain on the Debtors' estates. By rejecting the Devens Lease, the Debtors will eliminate at least $111,000 in monthly administrative costs, that will otherwise result from their continued tenancy.

In sum, the rejection of the Leases will remove a significant burden from the Debtors estates, and eliminate at least $121,000 in monthly expenses, Mr. Cieri says. This will remove burdensome obligations from the Debtors' estates, and permit the Debtors' management to focus on implementing the Debtors' prepackaged reorganization plan.

Accordingly, the Debtors seek the Court's authority to walk away from the Leases, effective as of the Petition Date.

Permission to Reject Bridgewater Lease

The Court authorized the Debtors to reject the Bridgewater Lease, effective as of the Petition Date, as well as the Devens Lease, effective as of February 6, 2008.

Prior to the Court's approval, Triple Net Investments IX, LP, had told Judge James M. Peck that it will be prejudiced by the rejection of the Leases. Of its $2,021,546 claim against the Debtors, $89,624 is an administrative claim for the February 2008 rent, due under a non-residential real property lease between Triple Net and Debtor North American Van Lines, Inc.

Triple Net insisted that it was not given prior notice of an intent to reject, and therefore is entitled to one month's administrative claim for having to seek a tenant for the vacant property.

The Court ruled that Triple Net will have an allowed administrative rent claim for $10,218, pursuant to Section 503(b)(1)(A) of the Bankruptcy Code.

About SIRVA Inc.

Headquartered in Westmont, Illinois, SIRVA Inc. (Pink Sheets :SIRV.PK) -- http://www.sirva.com/-- is a provider of relocation solutions to a well-established and diverse customer base. Thecompany handles all aspects of relocation, including homepurchase and home sale services, household goods moving,mortgage services and home closing and settlement services. SIRVA conducts more than 300,000 relocations per year,transferring corporate and government employees along withindividual consumers. SIRVA's brands include Allied, AlliedInternational, Allied Pickfords, Allied Special Products, DJKResidential, Global, northAmerican, northAmerican International,Pickfords, SIRVA Mortgage, SIRVA Relocation and SIRVASettlement. The company has operation in Costa Rica.

The company and 61 of its affiliates filed separate petitionsfor Chapter 11 protection on Feb. 5, 2008 (Bankr. S.D.N.Y. CaseNo. 08-10433). Marc Kieselstein, Esq. at Kirkland & Ellis,L.L.P. is representing the Debtor. A Committee of Unsecured Creditors has been appointed in the case. At its bankruptcy filing, the company reported total assets of US$924,457,299 and total debts of US$1,232,566,813 for the quarter ended Sept. 30, 2007.

SLM CORP: Moody's Pares Preferred Stock Rating to 'Ba1' From Baa3-----------------------------------------------------------------Moody's Investors Service downgraded the long-term ratings of SLM Corp. The senior unsecured long-term debt rating was lowered to Baa2 from Baa1; the subordinated shelf rating was lowered to (P)Baa3 from (P)Baa2; and the preferred stock rating was lowered to Ba1 from Baa3. The commercial paper and other short-term obligations rating was confirmed at Prime-2. The rating outlook is negative.

The rating action is driven by Moody's view that the company's intrinsic credit quality and financial fundamentals, in particular core profitability and liquidity and funding, have been weakened. Specifically, SLM's profit dynamics, and to a lesser degree its asset mix, are expected to shift markedly such that the firm will have a heavier reliance on the private education loan business, said Moody's. This results from reduced FFELP loan profitability given the substantially less attractive economics of the FFELP lending business since the Oct. 1, 2007 implementation of the College Cost Reduction and Access Act of 2007.

Notwithstanding a number of distinguishing characteristics, including non-dischargeability in bankruptcy, private education lending is unsecured consumer lending, and carries with it a significantly higher degree of earnings and asset quality volatility than SLM's historic FFELP government guaranteed business. This was demonstrated recently via SLM's materially eroded asset quality and increased provisioning requirements for its portfolio of loans related to non-traditional/for-profit schools, said the rating agency. (The company has since announced that it will be discontinuing lending to this segment.)

Regarding liquidity and funding, Moody's believes SLM's financial flexibility has been significantly affected over the past year by both company-specific and market-related events. The company's now aborted leveraged buyout transaction, initially announced in April 2007, caused substantial price reductions and market losses -- realized or unrealized - for unsecured bondholders. In Moody's opinion, it will take some time for SLM to regain access to this market to restore an element of balance to the company's funding structure, although such access is likely to be at less attractive terms than previously enjoyed by SLM.

Moody's said that with the company almost wholly reliant on securitization funding since the LBO announcement, SLM has been adversely affected by the credit dislocation that has affected the markets since last summer. This has manifested itself in increased funding costs; reduced market liquidity, particularly for funding of private education loans; and a significantly increased reliance on short-term funding in the form of ABCP, in particular the $30 billion interim ABCP facility provided by JP Morgan and Bank of America in conjunction with the proposed LBO.

This interim facility was refinanced on Feb. 29, 2008 via $31 billion in 364 day facilities from a consortium of six ABCP conduit lenders (total $29 billion) and a separate commitment from UBS ($2 billion). The facilities are available for the financing of both FFELP ($25 billion) and private education loan ($6 billion) collateral. Moody's understands that the company has received at least $3.5 billion of additional commitments from other lenders, and that its new facilities are in the process of being upsized to $34 billion in aggregate. Closing on these additional commitments is expected to occur by the end of March.

Moody's considered the replacement of the interim ABCP facility a positive and critically important to SLM's liquidity profile and financial flexibility. Although the terms and conditions of the $31 billion in new facilities are less favorable than previously enjoyed by the company (e.g. the pricing is significantly wider than previously experienced), Moody's considers the closing of this refinancing to be a favorable development for the company's credit profile. Having said this, the facility is short-term in nature, and carries with it significant refinancing risk.

Moody's said that the negative outlook reflects its concerns with regard to the company's funding structure, profitability and asset quality. In order to change its rating outlook to stable from negative, Moody's will need to observe tangible evidence of improvement and progress in:

Funding: re-balancing its capital structure to reduce reliance on short-term funding. This may be achieved through such actions as refinancing of the 364 day asset-backed facilities into multi-year commitments and via re-access to term ABS markets to fund private education loan originations.

Core profitability: in particular managing its FFELP lending business to achieve profits in the post-CCRA environment. Moody's believes this would require success in executing planned operating cost and borrower benefit cost reductions.

Despite these challenges, SLM continues to benefit from a number of key fundamental strengths, including a leading position in both the FFELP and private education loan segments of the student loan industry. Moreover, while the CCRA and tight credit market conditions are impacting lending volumes in both the FFELP and private education loan spaces, the industry continues to be characterized by overall favorable demand and growth fundamentals.

These ratings of SLM Corp. have been downgraded:

Senior unsecured debt: to Baa2 from Baa1

Subordinate shelf: to (P) Baa3 from (P) Baa2

Preferred stock: to Ba1 from Baa3

Headquartered in Reston, Virginia, SLM is the nation's leading provider of saving- and paying-for-college programs. The company manages $164 billion in education loans and serves 10 million student and parent customers.

SMART MODULAR: Completes $20 Million Buyout of Adtron Corporation-----------------------------------------------------------------SMART Modular Technologies (WWH) Inc. closed its acquisition of privately-held Adtron Corporation. The acquisition was an all-cash transaction of approximately $20 million with up to an additional $15 million should certain calendar year 2008 financial and operational performance goals be achieved.

As reported in the Troubled Company Reporter on Feb. 26, 2008,SMART Modular signed a definitive agreement to acquire Adtron Corporation. The acquisition has been approved by the boards of directors of both companies.

In connection with the acquisition, Alan Fitzgerald, founder of Adtron, joins SMART as vice president and chief technical officer, Flash Products, and Robert Benkendorf joins SMART as vice president and general manager, SSD Products.

About Adtron Corporation

Headquartered in Phoenix, Arizona, Adtron Corporation --http://www.adtron.com/-- is a designer and supplier of high performance and high capacity solid state flash disk drives. Itmarkets to customers in the aerospace and defense, industrialautomation, medical, telecommunications, and transportationindustries. Its devices can be found in diverse settings asspacecraft and semiconductor equipment machinery. Adtron wasestablished in 1985 by founder and chairman Alan Fitzgerald.

The rating actions are based on changes that Fitch has made to its subprime loss forecasting assumptions. The updated assumptions better capture the deteriorating performance of pools from 2007, 2006 and late 2005 with regard to continued poor loan performance and home price weakness.

"These price increases are driven by a number of factors," said Jim Voss, president of Flexsys. "We must continue to reinvest to ensure our long-term success and the success of our customers. We have successfully differentiated ourselves from our competition in the areas of technology, quality, manufacturing reliability, and supply chain excellence. We will continue to invest in capacity expansions and new technology to provide our customers with the high-quality and innovative products backed by superior customer service and world-class technical support that they have come to expect from Flexsys."

"The continued upward trend of energy and raw material costs makes this action necessary," said Tim Wessel, vice president, Antidegradants and Crystex. "We have seen an unprecedented rise in the cost of raw material ingredients, such as sulfur." He noted that the global agricultural boom and demand for fertilizer has significantly tightened the sulfur market.

The price increases are effective April 1, 2008, or as soon as permitted by contract.

Crystex insoluble sulfur is the vulcanizing agent of choice for critical applications in the tire industry, providing the highest level of quality and performance. In addition, Crystex HD insoluble sulfur offers tire manufacturers improved productivity and safety in their manufacturing processes. Santoflex 6 PPD antiozonant is used to improve tire longevity by protecting against degradation by oxygen, ozone, and fatigue.

Flexsys products play an essential role in the manufacturing of tires and other rubber products, such as belts, hoses, seals, and footwear. Flexsys is a global business with offices, manufacturing facilities and technology centers around the world. Flexsys has annual sales of over $650 million, about two-thirds of which take place outside the United States.

About Solutia Inc.

Based in St. Louis, Missouri, Solutia Inc. (OTCBB: SOLUQ) (NYSE:SOA-WI) -- http://www.solutia.com/-- and its subsidiaries, engage in the manufacture and sale of chemical-based materials, which areused in consumer and industrial applications worldwide.

The company and 15 debtor-affiliates filed for chapter 11protection on Dec. 17, 2003 (Bankr. S.D.N.Y. Lead Case No. 03-17949). When the Debtors filed for protection from theircreditors, they listed $2,854,000,000 in assets and $3,223,000,000in debts.

As reported in the Troubled Company Reporter on March 4, 2008, Standard & Poor's Ratings Services raised its corporate creditrating on Solutia Inc. to 'B+' from 'D', following the company'semergence from bankruptcy on Feb. 28, 2008, and the implementationof its financing plan. The outlook is stable.

S&P also affirmed its 'B+' rating and '3' recovery rating onSolutia's proposed senior secured term loan. In addition, S&Passigned its 'B-' rating to Solutia's $400 million unsecuredbridge loan facility. S&P also withdrew its 'B-' rating on theproposed $400 million unsecured notes, which have been replaced bythe bridge facility in Solutia's capital structure.

SOLUTIA INC: Settlement Gives GE Betz $255,575 in Allowed Claim---------------------------------------------------------------On Nov. 22, 2004, GE Betz, Inc., filed Claim No. 5640 alleging a total claim of $406,006, of which $124,545 was secured by a right of offset.

On Feb. 4, 2008, GE Betz filed Claim No. 14845 for $380,119, of which $124,545 is secured by a right of offset. Claim No. 14845 is intended to amend and supersede Claim No. 5640.

Solutia Inc. and GE Betz have agreed that:

-- Claim No. 14845 will amend and supersede Claim No. 5640;

-- GE Betz may exercise its right of setoff. GE Betz withdraws the secured claim of $124,545; and

-- GE Betz will retain an allowed general unsecured claim of $255,575.

About Solutia Inc.

Based in St. Louis, Missouri, Solutia Inc. (OTCBB: SOLUQ) (NYSE:SOA-WI) -- http://www.solutia.com/-- and its subsidiaries, engage in the manufacture and sale of chemical-based materials, which areused in consumer and industrial applications worldwide.

The company and 15 debtor-affiliates filed for chapter 11protection on Dec. 17, 2003 (Bankr. S.D.N.Y. Lead Case No. 03-17949). When the Debtors filed for protection from theircreditors, they listed $2,854,000,000 in assets and $3,223,000,000in debts.

As reported in the Troubled Company Reporter on March 4, 2008, Standard & Poor's Ratings Services raised its corporate creditrating on Solutia Inc. to 'B+' from 'D', following the company'semergence from bankruptcy on Feb. 28, 2008, and the implementationof its financing plan. The outlook is stable.

S&P also affirmed its 'B+' rating and '3' recovery rating onSolutia's proposed senior secured term loan. In addition, S&Passigned its 'B-' rating to Solutia's $400 million unsecuredbridge loan facility. S&P also withdrew its 'B-' rating on theproposed $400 million unsecured notes, which have been replaced bythe bridge facility in Solutia's capital structure.

SOLUTIA INC: To Issue 7,450,000 Shares For Employee Plans---------------------------------------------------------Solutia Inc. informed the U.S. Securities and Exchange Commission that it is registering 7,450,000 shares of stock common stock, $0.01 par value, which it intends to sell at a maximum offering price of $20.00 a share. The move is in pursuance to its Plan of Reorganization, approved by the U.S. Bankruptcy Court for the Southern District of New York, which became effective Feb. 28, 2008, and provided for the cancellation of its existing stock and the issuance of new stock.

Kirkland & Ellis LLP, special counsel to Solutia, says the company will issue the shares pursuant to its Management Long-Term Incentive Plan and Non-Employee Director Stock Compensation Plan.

The Non-Employee Director Stock Compensation Plan is aimed to further the growth and profitability of the company by increasing incentives and encouraging share ownership on the part of the Members of the Board of Solutia. Pursuant to the Plan, board members will be granted awards that constitute options, stock appreciation rights, restricted stock, restricted stock units and other stock awards, in the aggregate of up to 250,000 shares. A full-text copy of the Plan is available at:

The 2007 Management Long-Term Incentive Plan is aimed to further the growth and profitability of the company by increasing incentives and encouraging share ownership on the part of the employees and independent contractors of Solutia. The Plan is intended to permit the grant of awards that constitute Incentive Stock Options, Non-Qualified Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units and Other Stock Awards, and Cash Incentive Awards. The Up to $7,200,000 shares will be made available for grants and awards under the Plan. A copy of the Plan is available at:

Based in St. Louis, Missouri, Solutia Inc. (OTCBB: SOLUQ) (NYSE:SOA-WI) -- http://www.solutia.com/-- and its subsidiaries, engage in the manufacture and sale of chemical-based materials, which areused in consumer and industrial applications worldwide.

The company and 15 debtor-affiliates filed for chapter 11protection on Dec. 17, 2003 (Bankr. S.D.N.Y. Lead Case No. 03-17949). When the Debtors filed for protection from theircreditors, they listed $2,854,000,000 in assets and $3,223,000,000in debts.

As reported in the Troubled Company Reporter on March 4, 2008, Standard & Poor's Ratings Services raised its corporate creditrating on Solutia Inc. to 'B+' from 'D', following the company'semergence from bankruptcy on Feb. 28, 2008, and the implementationof its financing plan. The outlook is stable.

S&P also affirmed its 'B+' rating and '3' recovery rating onSolutia's proposed senior secured term loan. In addition, S&Passigned its 'B-' rating to Solutia's $400 million unsecuredbridge loan facility. S&P also withdrew its 'B-' rating on theproposed $400 million unsecured notes, which have been replaced bythe bridge facility in Solutia's capital structure.

STRADA 315: Seeks Court Nod on Using Law Firm's Cash Collateral---------------------------------------------------------------STRADA 315, LLC asks authority from the U.S. Bankruptcy Court for the Southern District of Florida to use the cash collateral of its prepetition real estate law firm.

The Debtors' primary financing and sole secured creditor is Regions Bank, which holds a note in the original principal amount of $34,800,000. The note is secured by a first position mortgage on a residential and commercial condominium and space in 315 Northeast 3rd Avenue, in Fort Lauderdale, Florida.

As of the date of bankruptcy, the balance on the Regions loan was approximately $18,619,000. Regions Bank is also oversecured in the property alone by approximately $13,400,000, and has an equity cushion on the Debtor's estates of approximately 72%.

In particular, the Debtor proposes to utilize the cash collateral of Ruden McClosky Smith Schuster & Russell, P.A. In accordance with the Debtor's prepetition efforts to negotiate with Regions, Ruden McClosky held several sources of the Debtor's funds.

c) interest on customer deposits, some of which customers may claim an interest - $183,459;

d) forfeited customer deposits - $162,270.

To the extent Regions claims a lien on these funds, Regions is further secured by nearly $1 million.

The Debtor seeks to utilize the Ruden Funds to operate during its bankruptcy case, thereby generating sufficient funds to pay the Regions claim in full, pay all lien holders on the property, and all non-insider unsecured claims.

The Debtor will provide adequate protection of its security interest in and liens on the Ruden Funds. The Debtor is also willing to grant Regions and administrative claim and a postpetition replacement lien on any further funds generated by the Debtor. Regions is vastly oversecured and adequately protected solely as a result of its interest in the property.

STRADA 315: Section 341(a) Creditors' Meeting Set for March 20--------------------------------------------------------------The United States Trustee for Region 21 will convene a meeting ofStrada 315 LLC's creditors at 3:30 p.m., on Mar. 20, 2008, at the U.S. Courthouse, 299 E. Broward Blvd. #411, in Ft. Lauderdale, Florida.

This is the first meeting of creditors required under Section341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend. ThisMeeting of Creditors offers the one opportunity in a bankruptcyproceeding for creditors to question a responsible office of theDebtor under oath about the company's financial affairs andoperations that would be of interest to the general body ofcreditors.

STRADA 315: Gets Interim Nod to Employ Genovese Joblove as Counsel------------------------------------------------------------------The United States Bankruptcy Court for the Southern District of Florida has granted Strada 315 LLC interim authority to employ Thomas M. Messana, Esq., and the law firm of Genovese Joblove & Battista P.A. as its general bankruptcy counsel, nunc pro tunc to Feb. 11, 2008.

As the Debtors' general bankruptcy counsel, GJB will:

a) advise the Debtor with respect to its powers and duties as debtor and debtor-in-possession in the continued management and operation of its business and propoerties;

b) attend meetings and negotiate with representatives of creditors and other parties-in-interest and advise and consult on the conduct of the cases, including all of the legal and administrative requirements of operating in Chapter 11;

c) advise the Debtor in connection with any contemplated sales or business combinations, including the negotiation of sales promotion, liquidation, stock purchase, merger or joint venture agreements, formulate and implement bidding procedures, evaluate competing offers, draft appropriate corporate documents with respect to the proposed sales, and counsel the Debtor in connection with the closing of such sales;

d) advise the Debtor in connection with post-petition financing and cash collateral arrangements, provide advice and counsel with respect to pre-petition financing arrangements, and provide advice to the Debtor in connection with the emergence financing and capital structure, and negotiate and draft documents relating thereto;

e) advise the Debtor on matters relatingh to the evaluation of the assumption, rejection or assignment of unexpried leases and executory contracts;

f) provide advice to the Debtor with respect to legal issues arising in or relating to the Debtor's ordinary course of business including attendance at senior management meetings, meetings with the debtor's financial and turnaround advisors and meetings of the board of directors, and advice on employee, workers' compensation, employee benefits, labor, tax, insurance, securities, corporate, business operation, contracts, joint ventures, real property, press/public affairs and regulatory matters.

g) take all necessary action to protect and preserve the Debtor's estate, including the prosecution of actions on its behalf, the defense of any actions commenced against the estate, negotiations concerning all litigation in which the Debtor may be involved and objections to claims filed against the estate;

h) prepare on behalf of the Debtor all motions, applications, answers, orders, reports and papers necessary to the administration of the estate;

i) negotiate and prepare on the Debtor's behalf a plan of reorganization, disclosure statement and all related agreements and/or documents, and take any necessary action on behalf of the Debtor to obtain confirmation of such plan;

j) attend meetings with third parties and participate in negotiations with respect to the above matters;

k) appear before the Court, any appellate courts, and the U.S. Trustee, and protect the interests of the Debtor's estate before such courts and the U.S. Trustee; and

l) perform all other necessary legal services and provide all other necessary legal advice to the Debtor in connection with these Chapter 11 cases.

U.S. Trustee Objects to GJB Employment

Donald F. Walton, United States Trustee for Region 2, objects tothe Debtor's retention of Genovese Joblove & Battista as general bankruptcy counsel, claiming that under Federal Rule of Bankruptcy Procedure 6003, the Debtor is not entitled to the relief requested until the 20th day after the date of the filing of the petition, or March 3, 2008. The U.S. Trustee contends that the Debtor's application should not be granted until the time prescribed has passed, in order that a creditors' committee, if appointed, and other parties in interest have time to evaluate and object, if necessary.

Disinterestedness

Thomas M. Messana, Esq., a partner at GJB, assured the Court that the firm does not hold any interest adverse to the Debtor or its estate, and that the firm is a "disinterested person" as such term is defined under Sec. 101(14) of the Bankruptcy Code.

Hourly Rates

GJB's hourly rates for its attorneys range from $205 to $525 per hour.

Bill Rochelle discloses that when the Debtors filed for Chapter 11 protection, they listed assets of $44.9 million and debts of $40.2 million. For the fiscal year ended Sept. 30, 2007, the not-for-profit hospital reported $215.4 million revenue and a $6.2 million net loss.

About Largo Medical Center

Largo Medical Center -- http://www.largomedical.com/-- is a 256- bed hospital, that caters to patients from the cities of Largo, Clearwater, Seminole, St. Petersburg and the Gulf Beaches on the west coast of Florida.

The mortgage pool consists primarily of 821 recently originated, adjustable-rate, conventional, first lien, one- to four-family residential mortgage loans, a substantial majority of which have original terms to maturity of 30 years. As of the cut-off date, the pool had an aggregate principal balance of approximately $991,732,724. The average loan balance is $1,207,957, and the weighted average original loan-to-value ratio for the mortgage loans in the pool is approximately 68.55%. The weighted average FICO credit score for the pool is approximately 746. Cash-out and rate/term refinance loans represent 32.54% and 20.44% of the pool, respectively. Second and investor-occupied homes account for 21.72% and 9.27% of the pool, respectively. The states that represent the largest geographic concentration are California (36.65%), New York (9.86%) and Colorado (7.67%).

Greenwich Capital, which issued the certificates, representing undivided beneficial ownership in the trust. For federal income tax purposes, elections will be made to treat the trust fund as one or more real estate mortgage investment conduits. LaSalle Bank, N.A. will act as Trustee and Wells Fargo Bank, N.A. will act as securities administrator and master servicer for the trust.

TLC VISION: Completes Amendments to $110 Million Credit Facility ----------------------------------------------------------------TLC Vision Corporation finalized an amendment to its $110 million credit facility. The credit facility consists of an $85 million term loan and a $25 million revolver.

Under the new terms, the company received a relaxation of its financial covenants into 2009. The applicable margin on the facility increased to 5.00% for LIBOR borrowings and 4.00% for prime rate borrowings. At current market rates, this would equate to a LIBOR-based borrowing rate of 8.01%. The company anticipates that the impact of the increased interest expense will be approximately $1.7 million in 2008 on a pre-tax basis.

"These new terms provide TLCV with the financial flexibility to support our business as the company's strategic plan continues to exceed expectations," Jim Wachtman, president and chief executive officer of TLCVision, commented. "As we announced in February, our 2007 procedure volumes grew at rates well in excess of industry levels, and our same-store procedures in January 2008 grew at double-digit rates."

"In addition, we anticipate our February same-store procedure volume to show absolute growth well in excess of industry levels," Mr. Wachtman added. "Our continued strong growth is the result of the right strategy and the right people executing our robust model."

About TLC Vision

Headquartered in Mississauga, Ontario, TLC Vision Corporation (TSE:TLC)) -- http://www.tlcv.com/-- is an eye care services company providing eye doctors facilities, technologies and staffing support they need to deliver patient care. The majority of the company's revenues come from laser refractive surgery, which involves using an excimer laser to treat common refractive vision disorders, such as myopia, hyperopia and astigmatism. The cmpany's business models include arrangements ranging from owning and operating refractive centers to providing access to lasers through branded TLC fixed site and mobile service relationships. In addition to refractive surgery, the company is diversified into other eye care businesses. Through its MSS Inc. subsidiary, the company furnishes hospitals and other facilities with mobile or fixed site access to cataract surgery equipment, supplies and technicians.

TOWERS OF CHANNELSIDE: U.S. Trustee Forms 5-Member Creditors Panel------------------------------------------------------------------Donald F. Walton, the U.S. Trustee for Region 21, appoints five members to the Official Committee of Unsecured Creditors in the Chapter 11 cases of Friedman's Inc. and Crescent Jewelers.

Official creditors' committees have the right to employ legaland accounting professionals and financial advisors, at theDebtors' expense. They may investigate the Debtors' business andfinancial affairs. Importantly, official committees serve asfiduciaries to the general population of creditors they represent. Those committees will also attempt to negotiate the terms of a consensual Chapter 11 plan -- almost always subject to the termsof strict confidentiality agreements with the Debtors and othercore parties-in-interest. If negotiations break down, theCommittee may ask the Bankruptcy Court to replace management withan independent trustee. If the Committee concludes reorganizationof the Debtor is impossible, the Committee will urge theBankruptcy Court to convert the Chapter 11 cases to a liquidationproceeding.

Based in Plant City, Florida, the Towers of Channelside, LLC-- http://www.towersatchannelside.com/--operates a 29-story twin tower condominiums overlooking the Tampa Bay area. The developer filed for Chapter 11 protection on Jan. 25, 2008 (Bankr. M.D. Fla. Case No. 08-00939). Edward J. Peterson, III, Esq. and Harley E. Riedel, Esq., at Stichter Riedel Blain & Prosser P.A., represents the Debtor in its restructuring efforts. When the Debtor filed for protection from its creditors, it listed estimated assets of $100 million to $500 million, and estimated debts of $50 million to $100 million.

TWEETER HOME: Court Extends Plan-Filing Exclusive Period to June 5------------------------------------------------------------------The Honorable Peter J. Walsh of the U.S. Bankruptcy Court forthe District of Delaware extended, until June 5, 2008, theexclusive period wherein Tweeter Home Entertainment Group Inc. and its debtor-affiliates can file a plan of reorganization, the Associated Press reports.

In addition, the Debtors obtained an extension of their exclusive period to solicit acceptances of that plan to Aug. 4, 2008.

As reported in the Troubled Company Reporter on Feb. 11, 2008, the Debtors said that the extension is warranted since they arestill in the process of sorting out claims figuring out theirfinancial condition.

The Debtors also objected to the claims. The U.S. Bankruptcy Court for the Northern District of Illinois determined that pursuant to Section 505 of the Bankruptcy Code, it has jurisdiction to determine the correct amount of taxes owed by the Debtors to Boston for the fiscal tax year 2003. The Fiscal Year 2003 Tax Claims are Boston's only surviving claims and the Debtors' First Chapter 11 Cases and are subject to the Court's determination. The determination was continued to the Debtors' second Chapter 11 Cases and is pending.

The Debtors have pending appeals before the Commonwealth of Massachusetts Appellate Tax Board relating to Boston's computations of the Debtors' taxes for the fiscal years 2004 and 2006.

Boston contests that the Bankruptcy Court has jurisdiction under Section 505 to determine any of their claims and that there is any basis to reduce the taxes. The Debtors dispute Boston's contentions.

Settlement Agreement with Boston City

To resolve the matter, the Debtors and Boston agreed to settle:

-- the Court's 505 Action;

-- Boston's claims for fiscal years 2003, 2004, 2005 and 2006;

-- Boston's request to file late claim; and

-- all defenses, objections, appeals and requests for abatement.

Specifically, the parties agreed that:

1. the Debtors will pay $1,880,000 to Boston for all of its claims;

2. Boston will not challenge the disallowance nor attempt to revive its claims;

3. upon receiving the payment, Boston will be deemed to have withdrawn its request to file claims after the Feb. 3, 2005 Bar Date in the Debtors' Second Chapter 11 Cases;

4. the Parties will cause to be filed with the Appellate Tax Board stipulations dismissing the appeals related to the fiscal years 2004 and 2006 taxes, and the appeal related to the fiscal year 2007 taxes.

The Stipulation is deemed effective without further Court order.

About US Airways

Based in Tempe, Arizona, US Airways Group Inc.'s (NYSE: LCC) -http://www.usairways.com/-- primary business activity is the ownership of the common stock of US Airways, Inc., AlleghenyAirlines, Inc., Piedmont Airlines, Inc., PSA Airlines, Inc.,MidAtlantic Airways, Inc., US Airways Leasing and Sales, Inc.,Material Services Company, Inc., and Airways Assurance Limited,LLC.

Under a Chapter 11 plan declared effective on March 31, 2003,USAir emerged from bankruptcy with the Retirement Systems ofAlabama taking a 40% equity stake in the deleveraged carrier inexchange for $240 million infusion of new capital.

US AIRWAYS: Gets Approval to Modify Agreements with United----------------------------------------------------------US Airways Group Inc. and United Air Lines, Inc., continued their discussions regarding modifications to, and assumption of:

-- the Restated Code Share and Regulatory Cooperation Agreement; and

-- the Restated Star Alliance Participation Agreement.

In an order dated Feb. 20, 2008, the U.S. Bankruptcy Court for the Northern District of Illinois approved the assumption of the agreements, subject to consensually modified terms agreed upon by the parties, and there is no cure, assurance or other payment required to be made by the Debtors.

The Carriers waive and release all claims against each other or any of their affiliates arising under the modified United Agreements or the United Agreements arising before the date of execution of the modified agreements, provided that current ordinary and customary charges for services rendered or performed by the Carriers within the last 120 days under the Modified United Agreements will be dealt with, reconciled, paid or disputed by the Carriers in the ordinary course of business.

The mutual releases will not apply to or affect any rights or obligations, or any claims related to thereto, of either Carrier:

(i) as to claims of United against the Debtors, under any other agreement between the Carriers or otherwise between the Carriers or their affiliates or predecessors-in-interest that have arisen since the effective date of the Debtors' plan of reorganization in Case No. 04-13819 in the United States Bankruptcy Court for the Eastern District of Virginia, and as to claims of the Reorganized Debtors against United, under any other agreement between the Carriers or otherwise between the Carriers or their affiliates or predecessors-in-interest that have arisen since the effective date of United's plan of reorganization in Case No. 02-48191 in the Bankruptcy Court for the Northern District of Illinois; or

(ii) without regard to the effective date of the Debtors' plan of reorganization or the effective date of United's plan of reorganization, against the other arising under any agreement between the Carriers or their predecessors-in-interest that provides for or relates to the leasing, subleasing, or use of space, including:

(1) the United Contract 121666, dated Dec. 22, 1993;

(2) the Sublease from US Airways, Inc. to United Air Lines, Inc. of Certain Premises Located at Chicago-O'Hare International Airport dated as of Dec. 22, 1993;

(3) the Sublease from US Airways, Inc. to United Air Lines, Inc. of Certain Premises Located at Chicago-O'Hare International Airport dated as of Oct. 29, 1998; or

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA)-- http://www.united.com/-- is the holding company for United Airlines, Inc. United Airlines is the world's second largestair carrier. The airline flies to Brazil, Korea and Germany.

Based in Tempe, Arizona, US Airways Group Inc.'s (NYSE: LCC) -http://www.usairways.com/-- primary business activity is the ownership of the common stock of US Airways, Inc., AlleghenyAirlines, Inc., Piedmont Airlines, Inc., PSA Airlines, Inc.,MidAtlantic Airways, Inc., US Airways Leasing and Sales, Inc.,Material Services Company, Inc., and Airways Assurance Limited,LLC.

Under a Chapter 11 plan declared effective on March 31, 2003,USAir emerged from bankruptcy with the Retirement Systems ofAlabama taking a 40% equity stake in the deleveraged carrier inexchange for $240 million infusion of new capital.

US AIRWAYS: Employees Wants Management to Address Labor Issues--------------------------------------------------------------US Airways Group Inc.'s employees demanded that management address workers' issues and work with labor groups to turnaround the fledgling airline. Employees picketed corporate headquarters with a large, 30-foot rat as a symbol of US Airways management's anti-worker tactics. The following statement is from the US Airways Labor Coalition, which represents the customer service representatives, dispatchers, fleet service, flight attendants, flight crew training instructors, maintenance training specialists, mechanic and related, pilots, simulator engineers, and all other labor groups at US Airways.

"Shared fury and frustration among the employees of US Airways brought us together today in an effort to get management to complete the merger that began nearly three years ago. We are furious that, due to management inaction, we have become the poster child for what not to do in a merger. We are frustrated with management's hands-off approach to resolving labor issues.

"Instead of working with labor to develop long-term solutions that would fix the problems plaguing our airline, US Airways management continues employing tactics that demoralize its workers. As a result, employee morale is at an all-time low, our stock has plummeted, and our passengers are left literally holding their bags. Management's quick-fix is to hire more executives and bunker down together to ignore these problems, hoping that they will resolve themselves.

"Management's most recent attempts to depict an airline that has finally turned the corner toward success will not fool anyone. When compared with its peers, US Airways continues to rank at or near the bottom in terms of customer complaints and other categories tracked by the government, and the only reason the airline was number one in on-time performance was because management has mastered the art of manipulating statistics. Management wasted millions of dollars--money that belonged to our employees, passengers and investors--to create this illusion rather than work with labor.

"We want to work for a successful airline -- one that is a positive example of how a merger should be conducted. It's time for management to empower the employees with the necessary tools to do their jobs effectively. Specifically, management needs to adhere to current labor contracts and reach new collective bargaining agreements that improve the wages, benefits and working conditions of all US Airways employees."

The US Airways Labor Coalition represents approximately 30,000 employees from the two merged carriers -- America West and US Airways. The pilots are represented by the Air Line Pilots Association, Int'l. (ALPA). The flight attendants are represented by the Association of Flight Attendants-CWA (AFA-CWA). The customer service representatives are represented by the Airline Customer Service Employee Association-IBT/CWA. The fleet service, mechanic and related, and maintenance training specialist employees are represented by the International Association of Machinists and Aerospace Workers (IAM). The dispatchers, flight crew training instructors and simulator engineers are represented by the Transport Workers Union of America (TWU).

US Airways Pilots to Vote on New Union

The US Airline Pilots Association (USAPA) was notified by the National Mediation Board (NMB) that a representational election for the US Airways Pilots has been called for. In the NMB communication, US Airways management has been directed to provide mailing labels to the NMB that match the list of eligible voting pilots the carrier provided earlier.

"On Nov. 13, 2007 USAPA filed an application with the NMB that included thousands of written election requests from US Airways pilots," said Stephen Bradford, USAPA's President. "We are gratified to know that the US Airways pilots will finally be afforded an opportunity to select a new collective bargaining agent."

USAPA is the independent labor union specifically designed to represent the interests of US Airways Pilots. Headquartered in Charlotte, NC, USAPA represents only US Airways pilots. Because USAPA represents only US Airways pilots, far greater focus is placed on the specific career needs of the US Airways pilot workforce. USAPA notes that the most highly-compensated pilots in the U.S. passenger transport business are represented by company-specific unions.

USAPA is represented by the law firm of Seham, Seham, Meltz & Peterson LLP.

* * *

The vote between the incumbent ALPA and USAPA will be conducted over the internet and telephone, Dawn Gilbertson of the Arizona Republic reports. The group that receives 50% plus one of the votes cast will win. USAPA Spokesman Scott Theuer says they expect the election will occur within the next few weeks, with voting then open for 30 days, according to the Arizona Republic.

About US Airways

Based in Tempe, Arizona, US Airways Group Inc.'s (NYSE: LCC) -http://www.usairways.com/-- primary business activity is the ownership of the common stock of US Airways, Inc., AlleghenyAirlines, Inc., Piedmont Airlines, Inc., PSA Airlines, Inc.,MidAtlantic Airways, Inc., US Airways Leasing and Sales, Inc.,Material Services Company, Inc., and Airways Assurance Limited,LLC.

Under a Chapter 11 plan declared effective on March 31, 2003,USAir emerged from bankruptcy with the Retirement Systems ofAlabama taking a 40% equity stake in the deleveraged carrier inexchange for $240 million infusion of new capital.

US AIRWAYS: Various Entities Disclose Ownership of Interest-----------------------------------------------------------Several entities made separate filings with the United StatesSecurities and Exchange Commission disclosing their interestownership in US Airways Group Inc.

1. FMR LLC

In a regulatory filing with the Securities and Exchange Commission dated Feb. 14, 2008, FMR LLC, reported its beneficial ownership of 12,922,235 shares of US Airways Group, Inc., common stock as of Dec. 31, 2007. The shares comprise 14.079% of the total US Airways shares outstanding.

FMR LLC has sole voting power to 3,470,781 of the shares and sole dispositive power to all the shares it owns.

Edward C. Johnson 3d also beneficially owns 12,922,235 USAir shares.

Pyramis Global Advisors, LLC, an indirect wholly owned subsidiary of FMR LLC, is the beneficial owner of 1,217,000 shares comprising 1.326% of the outstanding US Airways common stock by virtue of its service as an investment adviser to institutional accounts, non-U.S. mutual funds, or investment companies owning the shares.

Edward C. Johnson 3d and FMR LLC, through their control of PGALLC, each has sole dispositive power over and sole power to vote or to direct the voting of 1,217,000 shares of common stock owned by the institutional accounts or funds advised by PGALLC.

Pyramis Global Advisors Trust Company, an indirect wholly owned subsidiary of FMR LLC, is the beneficial owner of 1,111,300 shares or 1.211% of the outstanding Common Stock of the US Airways Group, Inc., as a result of its serving as investment manager of institutional accounts owning the shares.

Edward C. Johnson 3d and FMR LLC, through their control of Pyramis Global Advisors Trust Company, each has sole dispositive power over 1,111,300 shares and sole power to vote or to direct the voting of 996,600 shares of Common Stock owned by the institutional accounts managed by PGATC.

Fidelity International Limited, Pembroke Hall, 42 Crow Lane, Hamilton, Bermuda, and various foreign-based subsidiaries provide investment advisory and management services to a number of non-U.S. investment companies and certain institutional investors. FIL, is the beneficial owner of 1,076,601 shares or 1.173% of the Common Stock outstanding of the Company.

There were 91,868,160 total shares outstanding of US Airways Group, Inc., common stock as of February 15, 2008.

2. D.E. Shaw & Co.

D.E. Shaw & Co., reported to the SEC on Feb. 14, 2008, that it owns 1,850,241 shares of US Airways Group Inc. common stock as of December 31, 2007. The shares constitute 2% of the total stock outstanding.

3. Wellington Management Company, LLP

In a regulatory filing with the SEC dated Feb. 15, 2008, Wellington Management Company, LLP, disclosed it beneficially owns as of Dec. 31, 2007, 5,111,582 shares of US Airways Group, Inc.'s, common stock, representing 5.58% of the US Airways shares outstanding.

The company has shared voting and shared dispositive power on account of all the shares.

Wellington's stake include 642,858 shares with shared voting power and 5,103,882 with shared dispositive power.

4. Barclays Global Investors (Deutschland) AG

Barclays Global Investors (Deutschland) AG disclosed in a regulatory filing with the SEC dated Feb. 14, 2008, that as of Dec. 31, 2007, it beneficially owned 5,072,907 shares of US Airways Group, Inc.'s, common stock, representing 5.54% of the shares outstanding.

Barclays Deutschland has the sole power to vote or to direct the vote of 4,222,774 of the shares it owns and to dispose or to direct the disposition of all its shares.

About US Airways

Based in Tempe, Arizona, US Airways Group Inc.'s (NYSE: LCC) -http://www.usairways.com/-- primary business activity is the ownership of the common stock of US Airways, Inc., AlleghenyAirlines, Inc., Piedmont Airlines, Inc., PSA Airlines, Inc.,MidAtlantic Airways, Inc., US Airways Leasing and Sales, Inc.,Material Services Company, Inc., and Airways Assurance Limited,LLC.

Under a Chapter 11 plan declared effective on March 31, 2003,USAir emerged from bankruptcy with the Retirement Systems ofAlabama taking a 40% equity stake in the deleveraged carrier inexchange for $240 million infusion of new capital.

UTGR INC: Weak Credit Metrics Spurs S&P's Rating Downgrade to 'B-'------------------------------------------------------------------Standard & Poor's Ratings Services lowered its ratings on UTGR Inc. as: the corporate credit rating was lowered to 'B-' from 'B+'. At the same time, the ratings were placed on CreditWatch with negative implications.

"The downgrade and CreditWatch placement reflect sustained weakness in the company's credit metrics due to meaningful underperformance by Twin River relative to our expectations and heightened competitive conditions in the Connecticut, New York, and Rhode Island gaming markets," explained Standard & Poor's credit analyst Ben Bubeck. "In addition, we expect operating results for casino operators across the U.S. to be somewhat soft over the near term, given the current status of the economy. Furthermore, while the expansion of Twin River was recently completed, failure to successfully, and rapidly, grow the EBITDA base would likely strain the company's liquidity position over the near term."

In resolving the CreditWatch listing, S&P will continue to monitor the performance of the property and track the progress in growing the cash flow base. Failure to demonstrate an ability to drive sustained improvements to credit metrics over the near term could result in a further lowering of the rating, which may not be limited to one notch.

VALEANT PHARMA: To Restate Financial Statements Due to Errors-------------------------------------------------------------Valeant Pharmaceuticals International disclosed in a regulatory filing that its Board of Directors on March 1, 2008, determined that certain of the company's annual and interim financial statements, earnings press releases and similar communications, should no longer be relied upon.

During the preparation process for the 2007 Annual Report on Form 10-K, the company identified certain accounting errors related to certain foreign operations which primarily arose during the period Jan. 1, 2002, to Sept. 30, 2007, and, in aggregate, would have resulted in a net charge to income from continuing operations before income taxes of approximately $2.8 million to correct the cumulative effect of the errors in the fourth quarter of 2007.

These included adjustments impacting annual periods prior to 2007 with a cumulative charge to income from continuing operations before income taxes of approximately $5.2 million as of Jan. 1, 2007. The adjustments also included items originating in the first, second and third quarters of 2007 with a net benefit to income from continuing operations before income taxes of approximately $2.4 million.

The errors and the estimated cumulative effect of the corrections are:

a. Increase in reserves for anticipated product returns based on historical trends and for certain credit memos in Mexico, the cumulative effect of which is an expected reduction in revenue of approximately $4.0 million;

b. Decrease in revenues associated with sales to certain customers in Italy where preexisting rights of return became known in the fourth quarter of 2007, the cumulative effect of which is an estimated reduction of revenues of approximately $1.8 million;

c. Decrease in costs of goods sold related to bookkeeping errors in recording inventory costing and manufacturing variances in the UK and France, the cumulative effect of which is an expected reduction in cost of goods sold and a corresponding increase in gross profit of approximately $4.9 million;

d. Increase in pension expense in the UK and the Netherlands resulting from incorrect application of Statement of Financial Accounting Standard No. 87, Employers Accounting for Pensions, the cumulative effect of which is an expected increase in general and administrative expenses of approximately $1.9 million; and

e. Increase in income tax expense due to correction of deferred income taxes in certain foreign locations resulting in a decrease in income of approximately $500,000. Additionally income tax expense is reduced by approximately $800,000 resulting from the income tax effects of the pre-tax adjustments described above.

About Valeant Pharmaceuticals

Headquartered in Costa Mesa, California, Valeant PharmaceuticalsInternational (NYSE: VRX) -- http://www.valeant.com/-- is a global specialty pharmaceutical company that develops, manufactures and markets a broad range of pharmaceutical products primarily in the areas of neurology, infectious disease and dermatology.

* * *

In January 2007, Moody's Investors Service confirmed the ratingsof Valeant, including the B2 Corporate Family Rating, andconcluded the rating review for possible downgrade, which wasfirst initiated on Oct. 23, 2006. Ratings hold to date.

VALLEJO CITY: Council Approves Plans to Avoid Bankruptcy--------------------------------------------------------The Vallejo city council approved this week resolutions to prevent the city from filing for bankruptcy by the end of the month, reports say.

The council approved a tentative agreement with the Vallejo Police Officers Association and the International Federation of Firefighters in relation to a contract that expires June 30. Under the agreement, Vallejo police and firefighters will give up 6.5 percent of an 8.5 raise they received last year and accept 50 percent of leave buyouts. The union members will vote on the tentative agreement by Friday.

The council also approved a resolution approving a fiscal emergency plan that will amend the 2007-2008 budget and eliminate 38 budgeted positions, including 16 layoffs. The final vote on the emergency plan was scheduled for Tuesday. There are no updates regarding the voting results as of press time.

The city faces a $13.2 million 2007-2008 general fund operating deficit and a negative funding balance of $9 million on June 30. It needs to have a long-term financial plan ready by April 22 to meet its deadlines to approve a balanced budget for the next fiscal year. If agreements are not reached by April 22, the Council will consider a bankruptcy resolution in late April or early May, according to Assistant City Manager Craig Whittom.

A possible bankruptcy filing of Vallejo will be the first for aCalifornia city. Local business leaders expressed concern over the effect of a bankruptcy of the city on insurance rates, according to Vallejo Times-Herald.

Dan Donahue of Vallejo Insurance said that if insurers see a rise in crime due to a depleted police department, they might move to raise rates. Mr. Donahue said he can also envision auto insurance rates rising as city-provided services dwindle.

Vallejo is a city in Solano County. As of the 2000 census, thecity had a total population of 116,760. It is located in the SanFrancisco Bay Area on the northern shore of San Pablo Bay. According to Vallejo's comprehensive annual report for theyear ended June 30, 2007, the city has $983 million in assets and$358 million in debts.

VONAGE HOLDINGS: May Modify Terms of $253 Million Convertible Debt------------------------------------------------------------------Vonage Holdings Corp. disclosed in a regulatory SEC filing Monday that the company and its financial advisor are engaged in preliminary discussions with certain holders of its $253 million in convertible debt which can be "put" to the company in December 2008.

In those discussions, the company has explored the possibility of a transaction in which holders would agree to forego the right to "put" the convertible notes in December 2008.

As an inducement for holders to participate in such a transaction, the company may agree to make certain modifications to the terms of the convertible notes including, but not limited to (a) an increase in the interest rate payable under the convertible notes, (b) a modification of the conversion price of the convertible notes or (c) a change in maturity date of the convertible notes.

Additionally, as part of a transaction, the company disclosed it may also agree to (a) redeem a portion of the outstanding principal of the convertible notes with cash and/or (b) issue common equity or equity-type securities to participating holders.

About Vonage Holdings

Headquartered in Holmdel, New Jersey, Vonage Holdings Corp.(NYSE:VG) -- http://www.vonage.com/-- provides broadband telephone services with nearly 2.6 million subscriber lines. Thecompany's Residential Premium Unlimited and Small Business Unlimited calling plans offer consumers unlimited local and longdistance calling, and features like call waiting, call forwardingand voicemail for a flat monthly rate. Vonage's service is soldon the web and through national retailers including Best Buy,Circuit City, Wal-Mart Stores Inc. and Target and is available tocustomers in the U.S., Canada and the United Kingdom.

* * *

At Dec. 31, 2007, the company had $465.0 million in total assetsand $537.4 million in total liabilities, resulting in a$72.4 million total stockholders' deficit.

WELLS FARGO: Fitch Downgrades Ratings on $536.8MM Certificates--------------------------------------------------------------Fitch Ratings has taken rating actions on two Wells Fargo Home Equity Trust mortgage pass-through certificate transactions. Unless stated otherwise, any bonds that were previously placed on Rating Watch Negative are now removed. Affirmations total $370.5 million and downgrades total $536.8 million. Additionally, $53.7 million remains on Rating Watch Negative. Break Loss percentages and Loss Coverage Ratios for each class are included with the rating actions as:

The rating actions are based on changes that Fitch has made to its subprime loss forecasting assumptions. The updated assumptions better capture the deteriorating performance of pools from 2007, 2006 and late 2005 with regard to continued poor loan performance and home price weakness.

WESTWAYS FUNDING: Moody's Reviews Nine Note Ratings for Downgrade-----------------------------------------------------------------Moody's Investors Service downgraded and left on review for downgrade nine classes of notes issued by Westways Funding XI, Ltd., a Market Value CDO issuer. These are the rating actions:

(1) $202,000,000 Class A-PT Floating Rate Senior Notes Due 2013

-- Current Rating: Aa2, on review for downgrade -- Prior Rating: Aaa, on review for downgrade

(2) $30,000,000 Class LA Senior Loan Interests Due 2013

-- Current Rating: Aa2, on review for downgrade -- Prior Rating: Aaa, on review for downgrade

(3) $191,750,000 Class A-1 Floating Rate Senior Notes Due 2013

-- Current Rating: Aa2, on review for downgrade -- Prior Rating: Aaa, on review for downgrade

(4) $63,000,000 Class A-2 Floating Rate Senior Notes Due 2013

-- Current Rating: Aa2, on review for downgrade -- Prior Rating: Aaa, on review for downgrade

-- Current Rating: Caa2, on review for downgrade -- Prior Rating: B2, on review for downgrade

Moody's noted that while the underlying assets are composed of agency and non-agency Aaa-rated mortgage backed securities, the unprecedented illiquidity in the market for mortgage-backed securities has created a high level of uncertainty around the valuation of the assets.

Moody's has observed continued deterioration in the credit enhancement levels for the rated notes due to:

1) increased disparity between the marked-to-market values of the underlying assets and realized sales prices, and

2) continued price declines in the market value of the collateral portfolio in recent weeks.

XM SATELLITE: S&P Puts 'CCC+' Ratings on CreditWatch Developing---------------------------------------------------------------Standard & Poor's Ratings Services revised the CreditWatch implications of the ratings on Washington, District of Columbia-based XM Satellite Radio Holdings Inc. and XM Satellite Radio Inc. (CCC+/Watch Developing/--) to developing from positive. S&P initially placed the ratings on CreditWatch, with positive implications, on Feb. 20, 2007, based on the company's definitive agreement to an all-stock "merger of equals" with Sirius Satellite Radio Inc. (CCC+/Watch Developing/--).

In addition, the CreditWatch action incorporates S&P's view of XM's recent $187.5 million drawdown on its $250 million revolving credit facility to help cover certain contractual commitments and incremental royalty payments, which S&P believes is an indication that as a standalone company XM might require additional funding before it can generate consistently positive free cash flow. The revision of CreditWatch implications doesn't reflect any new information regarding the potential merger, which is still awaiting a decision from the Department of Justice and FCC, nor does it increase or decrease S&P's estimated probability of the merger being approved.

The company's $400 million of 1.75% convertible senior notes are due on Dec. 1, 2009. The senior notes, which can be converted at the option of the holder, are significantly "out of the money," with a conversion price of $50 per share. Total maturities for 2009 are roughly $630 million, including the $187.5 million that was drawn on the revolving credit facility as of Feb. 27, 2008, which matures on May 5, 2009. As of Dec. 31, 2007, the company had $156.7 million of cash on hand, down from $231 million at the end of the September quarter. S&P believes the rate of cash consumption should decline somewhat in 2008 due to lower capital expenditures related to its satellite infrastructure, but S&P is concerned that if the merger isn't approved and the current tight credit environment remains unchanged in 2009, XM could face refinancing challenges.

CreditWatch developing indicates that S&P might raise or lower the ratings, depending on the outcome of the proposed merger. If the merger is approved, S&P still expects upgrade potential to be limited to one notch. This will depend on its estimate of when the surviving company will achieve expected cost savings and financial self-sustainability. S&P believes a combined company could achieve significant initial operating cost savings. A merger would also entail longer-term capital investments to rationalize and consolidate the two satellite and terrestrial infrastructures before all expected cost savings could be realized. If the merger is not approved, S&P could lower the ratings unless it becomes convinced the company can address its standalone liquidity needs and progress steadily to financial self-sustainability. S&P will continue to monitor developments surrounding the proposed merger.

ZIFF DAVIS: Files Chapter 11 Protection in New York---------------------------------------------------Ziff Davis Holdings Inc. and certain of its affiliates filed Chapter 11 petitions in the U.S. Bankruptcy Court for the Southern District of New York, in order to implement a restructuring and improve its capital structure. The company intends to implement the restructuring through a pre-arranged plan of reorganization that the company intends to file.

The company intends to seek Court approval of the pre-arranged plan soon as possible. Ziff Davis expects operations to continue as usual during the reorganization process and expects to emerge from Chapter 11 this summer.

Ziff Davis Media Inc., an indirect subsidiary of Ziff Davis, reached an agreement with an ad hoc group of holders of more than 80% in principal amount of its Senior Secured Floating Rate Notes on the terms of a restructuring to reduce substantially the company's funded indebtedness.

As part of the restructuring, the ad hoc noteholder group has agreed to set aside up to $24.5 million to fund the company's operations during the Chapter 11 as well as after the company emerges from Chapter 11.

These funds, together with the company's current cash reserves and cash flow from operations, will be sufficient to fund its operations during the reorganization process. In addition, the restructuring, if approved by the Court, will result in a substantial de-leveraging of the company's balance sheet.

Specifically, $225 million, principal amount of senior securedindebtedness, including the Senior Secured Notes, will be exchanged for a new $57.5 million, maximum face amount, senior secured note and at least 88.8% of the common stock in the reorganized company.

The restructuring provides for 11.2% of the reorganized company's common stock to be distributed to holders of the company's subordinated unsecured notes if the class of such holders votes to accept the restructuring. Holders of the company's subordinated, unsecured notes have not yet agreed on the restructuring; however, the company relates the restructuring plan can be approved by the Court without their agreement.

"This agreement underscores our Senior Secured Noteholders' confidence in our ability to position ourselves for continued profitable growth," Jason Young, chief executive officer of Ziff Davis Media, said. "This restructuring agreement goes a long way towards resolving the burdens of a debt load and capital structure established seven years ago, during a leveraged buyout of the company."

"Operationally, we are also making great progress," Mr. Young continued. "As a result of our employees' hard work, we ended 2007 on a strong note. We matched audience growth with impressive digital revenue expansion. And while the print market continued to be challenging, we continue to be print category leaders in the markets we serve."

Ziff Davis also disclosed that, despite good faith negotiationswith certain of its subordinated unsecured noteholders, the company has been unable to reach a consensual agreement with such holders. The company intends to work with its constituencies, including its subordinated unsecured noteholders, throughout the Chapter 11 process.

"In light of the progress we have made with our senior securedcreditors, and after careful consideration of all of our alternatives, we have concluded that a court-supervised process will accelerate - and finalize - our restructuring while helping to ensure that current business operations continue," Mr. Young added.

"Through this process, we will improve our capital structure and align it with the size of our current business operations," said Mr. Young. "We have great strength in our industry leading brands and products and we believe that this restructuring will allow us to unlock the underlying value of our businesses and achieve our true growth potential."

In conjunction with this filing, the company filed a variety ofcustomary "first day" motions to support its employees and vendorsduring the reorganization process. As part of these motions, thecompany has asked the Court for permission to continue paying employee wages and salaries and to provide employee benefits without interruption.

Additionally, during the restructuring process, vendors and business partners would expect to be paid for post-filing goodssold and services rendered to the Company in the ordinary course of business.

Headquartered in New York City, Ziff Davis Holdings Inc. --http://www.ziffdavis.com/-- is the parent company of Ziff Davis Media Inc. is an integrated media company serving the technologyand videogame markets. Ziff Davis currently reaches over 26million people a month through its portfolio of 15 websites, threeaward-winning magazines, consumer events and direct marketingservices. The company is headquartered in New York and also hasoffices and labs in San Francisco and Boston. Ziff Davis exportsits brands internationally in 45 countries and 13 languages.

At June 30, 2007, the company's balance sheet showed total assets $0.27 billion and total liabilities of $1.55 billion, resulting to total stockholders' deficit of $1.28 billion.

Going Concern Doubt

Grant Thornton LLP, in New York, expressed substantial doubt aboutZiff Davis Holdings Inc.'s ability to continue as a going concernafter auditing the company's consolidated financial statements forthe years ended Dec. 31, 2006, and 2005. The auditing firmreported that the company has incurred a net loss of approximately$133.8 million during the year ended Dec. 31, 2006, and as of saiddate, working capital deficit and accumulated deficit ofapproximately $21 million and $1.2 billion.

* Moody's Sees Inauspicious Recovery of CDO Performance in 2008 ---------------------------------------------------------------Structured-finance collateralized debt obligations performance is unlikely to turn around in 2008 as the difficult market conditions that prevailed during the second half of 2007 remain, says Moody's Investors Service in its annual sector outlook and review report on CDOs. In fact, Moody's expects to see significantly negative rating activity on SF CDOs during 2008 given the rating agency's higher loss projections on subprime and Alt-A mortgages.

Moody's also expects continued deterioration in corporate credit quality in 2008, which may negatively affect the ratings of synthetic CDOs backed by pools of corporate names. However, cash flow collateralized loan obligations, which have built-in credit protection measures, are not expected to experience widespread downgrades despite the rise in corporate defaults expected in the coming year.

The key question for 2008 CDO issuance levels in general, says Moody's, is at what point investor confidence will be restored.

"A full recovery in the CDO markets is unlikely until the effects of the subprime mortgage crisis have been fully measured, especially the effects on financial institutions," says Moody's Jian Hu, a Senior Vice President in the U.S. Derivatives Group and the primary author of the report. "In addition to performance considerations, investor demand will also be driven by the market's capacity to respond to an increased desire for information transparency in terms of underlying and structural risks."

"While credit spreads have widened in general, the increases have been particularly sharp for CDO liabilities, resulting in much reduced relative arbitrage opportunities," says Hu.

Issuance of SF CDOs in the US is likely to be minimal in 2008 whereas that of synthetic corporate CDOs is expected to be much lower than those in 2006 and 2007. Meanwhile, the issuance of cash-flow CLOs will become increasingly active, but a lot will be dependent on the conditions in the primary leveraged loan market and the arbitrage opportunity of structuring CLOs. In general, Moody's expects the bulk of CDO issuance in 2008 to be cash-flow CLOs and synthetic corporate CDOs.

The full report, "2008 U.S. CDO Outlook and 2007 Review: Issuance Down in 2007 Triggered by Subprime Mortgages Meltdown; Lower Overall Issuance Expected in 2008," is available on moodys.com.

* Moody's Reports on Refunding Risks for Speculative-Grade Issuers------------------------------------------------------------------The relatively benign maturity schedule of speculative-grade companies belies the increasing risk of default they face amid the fallout from the subprime crisis, says Moody's Investors Service in its tenth annual report on refunding risks in the US corporate high-yield bond, leveraged-loan and convertible-bond markets.

Spec-grade companies face high refinancing risk in light of the continued uncertainty in the credit markets, including financial challenges at large banks and bond insurers, a continued housing market slump and tighter bank lending requirements.

While the dollar amount of speculative-grade debt to be refinanced during the three year period 2008-2010 is slightly higher than the amount reported in last year's refunding study, it's lower than the amount reported in Moody's 2004, 2005 and 2006 refunding studies.

For the three-year period from 2008-2010, Moody's study also shows that refunding needs have shifted toward bank credit facilities from bonds, reflecting the recent low interest rate period during which the leveraged loan market grew rapidly.

An examination of 300 Moody's speculative-grade corporate issuers shows that $86 billion in credit facilities and corporate bonds are scheduled to mature between 2008 and 2010. The maturity schedule is as follows: $13 billion in 2008, $28 billion in 2009, and $45 billion in 2010.

Moody's projects the default rate for the universe of US speculative-grade issuers to increase sharply to 5.3% by the end of 2008 from 0.9% in 2007the lowest it had been since 1981 when the default rate stood at 0.7%.

The downgraded tranches have a total issuance amount of $2.410 billion. Nine of the 11 transactions are mezzanine structured finance CDOs of asset-backed securities, which are CDOs of ABS collateralized in large part by mezzanine tranches of residential mortgage-backed securities and other SF securities. The other two transactions are CDO of CDO transactions that were collateralized at origination primarily by notes from other CDOs, as well as by tranches from RMBS and other SF transactions.

This CDO downgrades reflect a number of factors, including credit deterioration and recent negative rating actions on U.S. subprime RMBS securities.

To date, including the CDO tranches listed below and including actions on both publicly and confidentially rated tranches, S&P has lowered its ratings on 2,186 tranches from 536 U.S. cash flow, hybrid, and synthetic CDO transactions as a result of stress in the U.S. residential mortgage market and credit deterioration of U.S. RMBS. In addition, 1,289 ratings from 314 transactions are currently on CreditWatch negative for the same reasons. In all, S&P has downgraded $171.656 billion of CDO issuance. Additionally, S&P's ratings on $177.299 billion in securities have not been lowered but are currently on CreditWatch negative, indicating a high likelihood of downgrades.

Standard & Poor's will continue to monitor the CDO transactions it rates and take rating actions, including CreditWatch placements, when appropriate..

* Fitch Believes Airport Credit Quality Will Remain Stable in 2008------------------------------------------------------------------Fitch Ratings believes that global airport credit quality is expected to remain stable or decline slightly in 2008, reflecting changing world economic conditions. In its '2008 World Airports Outlook' issued, Fitch expects a decline in world demand for air service for the year, with the world gross domestic product expected to slow in 2008. As growth rates differ in individual global markets, the outlook on individual airport credits varies with some airports well-insulated with strong balance sheets and/or a high level of regulated revenues. Based on the Fitch report, highly leveraged transactions are more susceptible to 2008's potential market volatility.

'With the global economy expected to slow throughout 2008, we are forecasting weakening global performance for airports compared to 2007,' said Jessica Soltz-Rudd, senior director, Fitch Ratings. 'While air traffic demand will likely decrease compared to last year there's a core component that will remain stable, as air travel remains essential to the global economy.'

As air travel demand is correlated to GDP, both regionally and globally, trends in economic activity influence the capital needs of airports. Fitch's forecast states that global economic prospects have taken a sizable turn for the worse since June 2007. A deteriorating outlook in the United States and the effect of the global credit shock will see industrialized country growth fall back to 1.8%, well below trend on par with 2003. While monetary policy easing is expected to help, it won't be effective until the second half of 2008 and into 2009.

Based on economic forecasts, Fitch is projecting reduced demand globally for air service in 2008; however, due to the essential nature of air travel, a certain core base of traffic is expected. Fitch believes the success and proliferation of the low-cost carriers over the past few years, the high cost of oil, and the growth of wealth in certain key emerging markets will continue to propel demand for airport services in certain regional and individual airports.

Regional Recaps

In Europe, demand is outstripping capacity at the region's three dominant hubs; however, middle-tier airports may experience overcapacity should potential airline mergers occur and passenger traffic develop less dynamically. The economic slowdown and financial market turbulence could have an effect on Europe's largest planned announced airport privatizations. The airport development plans for major Asian countries, especially for China and India, seem unrealistic, given the global capacity to design, build and operate airports. The three largest airports in Australia are undertaking sizable capital plans to accommodate growth projected through 2015.

In the United States, the economic outlook is expected to negatively affect passenger traffic, with volume flat to slightly down from 2007. U.S. airline merger discussions and the reevaluation of some large airport capital plans will be key focal points for 2008. In Latin America, interest in airport privatization remains strong due to the lack of adequate infrastructure and government resources, as well as favorable regulatory environments that tend to be more flexible. The region's dramatically increased demand for air service has been matched by supply from low-cost airlines, creating additional pressure for capital expenditures.

* Fitch Says Increase in Loans Drove US CDO Delinquencies Up------------------------------------------------------------An increase in performing and non-performing matured balloon loans drove the U.S. commercial real estate loan CDO delinquency rate for February 2008 to 0.93%, up again from last month's rate of 0.70%, according to the latest CREL CDO Loan Delinquency Index from Fitch Ratings. In addition to the matured loans mentioned, the LDI includes loans that are 60 days or greater delinquent and repurchased loans.

Further, Fitch noted 47 reported loan extensions in February 2008. The majority of the extensions were options contemplated at closing; however, approximately 20% of these extensions were modifications from the original loan documents. The increase in loan extensions together with the higher number of matured balloon loans reflects the lower available liquidity in the commercial real estate market.

Although the overall delinquency rate for CREL CDOs remains low, it is more than three times the U.S. CMBS loan delinquency rate of 0.27% for January 2008, which was a historical low. February 2008 is the third consecutive month in which the index has increased. The CREL CDO delinquency index is anticipated to be more volatile than the CMBS delinquency index given the smaller universe of loans and the more transitional nature of the collateral. The Fitch CREL CDO delinquency index tracks approximately 1,100 loans, while the Fitch CMBS delinquency index covers over 40,000 loans.

The February 2008 loan delinquency index encompasses 14 loans, which include five loans that are 60 days or more delinquent, seven matured balloons, and two repurchased loans.

There are six new matured balloons, including three loans secured by interests in the same collateral, the EOP Macklowe Portfolio. The loans, which are secured by interests in four high quality office buildings located in Midtown Manhattan, matured on Feb. 9, 2008. The borrower has reportedly been served with a notice of default by at least one of its lenders. Interests, including one B-note and two mezzanine positions, can be found in three separate Fitch rated CREL CDOs. Of the other matured balloon loans, one was repaid in full after the cut off date for this report, while the other three, including one that appeared in last month's LDI, have either been extended or requested an extension.

Asset managers also reported that two assets (0.17%) were repurchased from two separate CDOs in February 2008. One of the loans was included in the January 2008 LDI as a matured balloon loan. The other repurchased loan was removed to facilitate a loan modification and extension outside of the CDO. However, given the illiquidity in the market, Fitch expects fewer repurchases of troubled loans and more workouts within the trust.

Although not included in the loan delinquency index, 11 loans, representing 0.52% of the CREL CDO collateral were 30 days or less delinquent in February 2008. This statistic is up significantly from last month's total of 0.15%. While five of these loans were brought current after the cutoff date for this report, the other loans suggest cause for concern for higher overall delinquencies next month.

In its ongoing surveillance process, Fitch will increase the probability of default to 100% for delinquent loans that are unlikely to return to current. This adjustment could increase the loan's expected loss in the cases where the probability of default was not already 100%. The weighted average expected loss on all loans is the credit metric used to monitor the performance of a CREL CDO. Issuers covenant not to exceed a certain PEL and Fitch determines the ratings of the CDO liabilities based on this covenant. Fitch analysts monitor the as-is PEL over the life of the CDO. The difference between the PEL covenant and the as-is PEL represents the transaction's cushion for reinvestment and negative credit migration.

Fitch currently rates 35 CREL CDOs encompassing approximately 1,100 loans with a balance of $23.6 billion. Fitch's U.S. CREL CDO LDI will be published during the first week of every month based on asset manager and servicer reports collected by Fitch's dedicated CRE CDO surveillance team.

In addition to publishing the monthly Loan Delinquency Index, Fitch is committed to providing ratings that reflect current performance and anticipate future credit events. To achieve this objective, it is imperative that Fitch's CRE CDO surveillance team be provided with relevant and up-to-date loan-level information.

* February Bankruptcy Filings Rise 28% Compared to Last Year------------------------------------------------------------The New York Times reports that an average of 3,960 bankruptcy petitions were filed per day in the United States in February, up 18.0% from January and up 28.0% from a year earlier, according to Automated Access to Court Electronic Records, a bankruptcy data and management company.

February was the busiest month for filings since the October 2005 law change.

Mr. Jack Williams, a scholar in residence at the American Bankruptcy Institute and a professor at Georgia State University, said he expects the number of bankruptcies nationwide to range between 1.2 million to 1.4 million in 2008, up from 826,732 in 2007; Robert M. Lawless, a professor of law at the University of Illinois College of Law, said in his bankruptcy blog, Creditslips.org., that he expects more than one million.

During the past two months, data shows California registered an increase in bankruptcy filings of 33.0%, Maryland, 29.0 percent, and Florida, 26.0%. Filings declined in 16 states, including Colorado, Indiana, Ohio, South Dakota, Kansas, and Wyoming.

According to Business Credit Management (UK) Ltd., U.S. consumer bankruptcy filings rose more than 15.2% nationwide in February as compared to the previous month, citing the American Bankruptcy Institute (ABI), on data from the National Bankruptcy Research Center (NBKRC). Chapter 13 filings constituted 36.4% of all consumer cases in February.

* Beard Group's Cross-Border Insolvencies Audio Primer------------------------------------------------------Beard Group and the Troubled Company Reporter are pleased to announce a new audio conference on cross-border insolvencies.

The conference, entitled "The Chapter 15 International Insolvency Institute: An Audio Primer on Cross-Border Bankruptcy Rules" will be held on April 3, 2008 at 1:30 PM Eastern Time. It aims to make international bankruptcy proceedings understandable, in a convenient, interactive learning format.

The live 90-minute telephone conference with interactive Q&A session with unlimited enrollment per call-in site will be presented by two Greenberg Traurig attorneys, Luis Salazar and Paul Keenan.

To avoid mistakes, enroll in this live audio conference, where international experts will lead you step-by-step through the major stages of a Chapter 15 filing.

Luis Salazar and Paul Keenan will explain the current Chapter 15 rules, clarify often-confusing terms such as COMI, outline your legal options, and update you on the latest developments. Salazar and Keenan will use real-world case studies such as Bear Sterns and SPhinX Funds to illustrate key concepts and spotlight crucial court decisions.

You'll receive:

* A logical, easy-to-follow guide to international insolvency proceedings* Plain-English explanations of the most important concepts and buzzwords you need to know* Snapshots of key decision pathways, including determining main vs. non-main centers of interest* Explanations of who's eligible to file for Chapter 15* Descriptions of pre- and post-recognition relief available* What are the stay exceptions* How Chapter 15 relates to EU regulations and other global rules* Case studies of key court decisions, including- Tri-Continental Exchange- SPhinX Funds- Compania del Alimentos Fargo, S.A.- Katsumi Iida* Why the Bear Stearns case is important in determining jurisdictional oversight* Practical strategies for today's creditors and debtors facing international insolvency decisions

Early-Bird Registration Discount

Register by Thursday, March 27, and save $50 off the regular tuition.

Tuition is $245 prior to March 27; $295 afterwards. Remember, the tuition includes written materials and an unlimited number of attendees at each dial-in site.

Continuing Legal Education Credit:

Training is accredited for 1.50 MCLEs in California, and applications are pending in Texas and Tennessee. New York State has reciprocity with California. For non-attorneys and attorneys practicing in other states, Certificates of Attendance are available upon request.

About the Instructors:

Described as one of South Florida's "legal elite" by Miami's Daily Business Review, Luis Salazar is a shareholder in the international law firm of Greenberg Traurig. In his practice, he counsels a diverse group of clients through difficult situations - from bet-the-company litigation, to surviving severe financial distress, to dealing with the consequences of data breaches.

Luis has led Chapter 11 reorganizations for many well-known companies - including Gerald Stevens, Fine Air and Arrow Air, Xpedior, Scient, and others - with combined assets exceeding $5 billion. He also has led less well-known reorganizations, work-outs and financial negotiations on behalf of clients inthe aviation, money-wiring, food service, import-export, and entertainment fields. He currently serves as the Co-Chair of the International Insolvency Committee of the American Bankruptcy Institute.

Paul J. Keenan, Jr., is an attorney in the business reorganization and bankruptcy practice of Greenberg Traurig's Miami office, where he represents banks and other lending institutions, debtors, unsecured creditors and asset purchasers in corporate restructurings, loan workouts and bankruptcy cases.

Paul speaks Spanish and has significant experience representing lending institutions and debtors in cross-border corporate restructurings and loan workouts, primarily in Latin America and the Caribbean.

His experience includes representing a large Latin American telecommunications company in all aspects of its corporate and financial restructuring; representing a major cruise line in the negotiation, drafting and bankruptcy court approval of a DIP financing facility; and representing U.S. investors incorporate restructuring of an Argentine charter airline. Paul is chair of the Latin America Committee for INSOL International and the co-author of "Chapter 15: The U.S. Cross-Border Insolvency Law", included in the latest edition of the PLC Cross-Border Restructuring and Insolvency Handbook.

How to Register:

1. Call 240-629-3300 and charge the tuition investment of $245 ($295 after March 27, 2008) to a major credit card, or

Can't make the scheduled date and time? Order the Audio CD recording of this conference. Or get the CONFERENCE PLUS option that allows one to attend the audio conference AND get the Audio CD recording at a discounted price. For either option, visit www.beardaudioconferences.com or call (240) 629-3300.

"We are delighted to welcome this outstanding group of lawyers to join us as partners during an exciting time in our firm's history," Steven B. Pfeiffer, chair of Fulbright's executive committee, said. "We are strategically adding talented and experienced lawyers to our worldwide offices."

"Our newest partners have long been a part of our core practice areas, including corporate, IP, energy, health, litigation and tax," Mr. Pfeiffer added. "They share in our culture of placing the utmost importance on client service and anticipating our clients' needs. Through them, we know the future is bright for our firm and our clients."

Before joining Fulbright, Mr. Trahan was a commercial banker in Houston, serving as a lender in Bank One's Energy Group. He later joined the team at Southwest Bank of Texas nka Amegy, where he served as a vice president in Commercial Lending. Mr. Trahan received his J.D. in 1997 from The University of Texas School of Law. He received his M.B.A. in 1988 from The University of Texas and his B.A. cum laude in 1985 from Texas A&M University.

Dallas

Denise Webb Glass is a new partner in Dallas. She has worked in Fulbright's health law section since 1997. She concentrates on operational, business and related regulatory issues affecting the health care services industry. In addition to receiving her J.D., cum laude, from the University of Houston Law Center in 1996 and her B.A., cum laude, from The University of Texas at Austin in 1993, Ms. Glass has completed the course work for a Masters of Public Health from the University of Texas Health Science Center in Houston. She was admitted to practice law in Texas in 1996 and is certified in health law by the Texas Board of Legal Specialization.

Oscar Rey Rodriguez also is a new partner in Dallas, where he served as senior counsel. As a member of Fulbright's appellate practice group and litigation department, Mr. Rodriguez focuses on state and federal appellate and trial litigation.

He graduated as his law school class valedictorian from Southern Methodist University's Dedman School of Law in 1993 and went on to work as a judicial clerk to Justice Nathan L. Hecht of the Supreme Court of Texas. Among other honors, Mr. Rodriguez holds the distinction of having earned the highest score on the July 1994 Texas Bar Examination. He received his B.B.A., Honors Program Certificate in 1989 from The University of Texas at El Paso, where he received numerous honors. Admitted to practice law in Texas in 1994, Mr. Rodriguez is certified by the Texas Board of Legal Specialization in Civil Appellate Law.

Bryn Alan Sappington also joins the partnership in Dallas, where he was a senior associate. Mr. Sappington advises publicly and privately held companies in mergers and acquisitions, offerings of securities and other corporate matters. He received his J.D. cum laude in 1998 from the University of Michigan, where he was the over-all runner up in the 1998 Campbell Moot Court competition. Mr. Sappington received his B.A. in biology from Baylor University in 1992 and was admitted to practice law in Texas in 1998.

Houston

Christopher J. Lallo joins the partnership in Fulbright's Houston office, where he had been a senior associate in tax. Mr. Lallo has been associated with the firm since 1999. He concentrates on domestic and international tax matters, has broad-based experience in the area of tax planning related to domestic and cross-border mergers and acquisitions, and advises clients on the U.S. federal income tax consequences of various transactions, including merger and acquisitions, tax-free reorganizations, spin-offs and other divestitures, cross-border investments, and financing structures.

Mr. Lallo received his J.D. in 1999 with honors from The University of Texas School of Law, where he was a member of the Order of the Coif and an editor of the Texas International Law Journal. He received his B.B.A. in accounting, magna cum laude, from Texas A&M University in 1996.

Michael S. McCoy also is a new partner in Houston. Mr. McCoy handles intellectual property and technology-based litigation. Additionally, he counsels a varied clientele about securing, managing and maximizing profit from intellectual property, in addition to identifying and protecting intellectual property assets through filing and prosecuting patent, copyright and trademark applications.

Mr. McCoy received his J.D. from the University of Houston Law Center and his B.S. in aerospace engineering in 1989 from Texas A&M University. Mr. McCoy is registered to practice before the U.S. Patent and Trademark Office.

Los Angeles

Michael Thomas Clark joins Fulbright's partnership in the Los Angeles office, where he has been a senior associate. He handles corporate and securities law matters with an emphasis on mergers and acquisitions. He received his J.D. in 1998 from George Mason University School of Law, where he was Editor-in-Chief of The Journal of International Legal Studies. He received his B.A. in 1994 from The Master's College in Santa Clarita, California. Mr. Clark was admitted to practice law in California in 1998.

London

Antony James Corsi is a new partner in Fulbright's London office, where he has been a senior associate since 2006. Mr. Corsi handles dispute resolution - complex commercial litigation, alternative dispute resolution, risk assessment and internal and regulatory investigations. His international dispute resolution experience involves diverse locations, including North America, the Caribbean, Europe, the Middle East, Africa and Asia.

As a member of the London Solicitors Litigation Association and the Solicitors Association of Higher Court Advocates, Mr. Corsi is a qualified solicitor advocate with rights of audience in the civil High Court. Mr. Corsi received his LLB with honours from the University of Bristol in 1994 and completed his legal practice course at the College of Law in 1995. He was admitted as a solicitor in England and Wales in 1997.

Richard Hill joins the partnership in Fulbright's London office, where he had been a senior associate since 2005. H e practices in Fulbright's international arbitration group, and handles commercial litigation and alternative dispute resolution. Mr. Hill has been involved in major international arbitrations in England, Ireland, France, Switzerland, Italy, the Czech Republic, the United States, Mexico, Hong Kong, Singapore and China, and provided counsel under the ICC, ICDR, ICSID, LCIA and UNCITRAL rules.

Additionally, Mr. Hill has extensive litigation experience in the English High Court, Court of Appeal, House of Lords and Privy Council, and in the courts of certain commonwealth jurisdictions. He is also experienced in mediation and other forms of ADR. He is co-editor of the Leading Arbitrators' Guide to International Arbitration (Juris, 2003) a new edition scheduled to be published in March 2008.

Mr. Hill received a post-graduate diploma in law from City University, London, in 1995, and graduated with honours from Cambridge University in 1993. He was admitted as a barrister in England and Wales in 1996, receiving the Prince of Wales Award, and as a solicitor-advocate in 1999.

New York

David A. Rosenzweig is Fulbright's newest partner in New York, where he previously served as senior counsel. He handles matters involving bankruptcy, reorganization and creditors' rights, including transactional, litigation and advisory work related to Chapter 11 cases, non-bankruptcy workouts and restructurings and commercial finance transactions. Receiving his J.D. with high honors from George Washington University National Law Center in 1987, he was a member of The George Washington University Law Review and The Order of the Coif. He received his B.A. in economics from Washington University in St. Louis in 1984 and was admitted to practice law in New York in 1988.

Washington, D.C.

Matthew H. Kirtland is the firm's newest partner in the Washington, D.C. office, where he had been a senior associate. Mr. Kirtland focuses on international and domestic arbitration, white collar civil and criminal defense, and complex civil litigation. He has handled substantial international and domestic arbitration matters under the ICC, LCIA, UNCITRAL and AAA rules, has first-and second-chair experience in federal and state court, and has argued before the United States Courts of Appeals for the District of Columbia and the Sixth Circuit.

He also has extensive experience representing individuals and corporations from a diverse range of industries in civil and criminal actions, investigations and in administrative proceedings. He received his J.D. from Duke University School of Law in 1997 and his B.A. in history and communications summa cum laude from Macalester College in 1994. He was admitted to practice in Maryland and the District of Columbia in 1997.

The 2007 BTI survey of FORTUNE 1000 general counsel choseFulbright as "The BTI Client Service 30" A-Team and CorporateBoard Member magazine named Fulbright among the top 20 corporatelaw firms in the U.S. in their survey of board members of publiccompanies.

Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities.Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers' public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each Wednesday's edition of the TCR. Submissions about insolvency- related conferences are encouraged. Send announcements to conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition of the TCR.

For copies of court documents filed in the District of Delaware, please contact Vito at Parcels, Inc., at 302-658-9911. For bankruptcy documents filed in cases pending outside the District of Delaware, contact Ken Troubh at Nationwide Research & Consulting at 207/791-2852.

This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Christopher Beard at 240/629-3300.